Common use of Certain Additional Payments by the Company Clause in Contracts

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) (a “Payment”) would be subject to any additional tax or excise tax imposed by sections 409A, 457A or 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up Payment shall be made by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything to the -------------------------------------------- contrary in this Agreement to Agreement, any award or other agreement, in the contrary notwithstanding, if it shall be determined event that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “"Payment”) "), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company shall pay to Executive an additional payment (a “"Gross-Up up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the on any Gross-Up up Payment, the Executive retains an amount of the Gross-Up up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up The Company and Executive shall make an initial determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment. Executive shall be made notify the Company immediately in writing of any claim by the Internal Revenue Service which, if successful, would require the Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Company and Executive) within ten days of the receipt of such claim. The Company shall notify Executive in writing at least 10 ten days prior to the due date that of any response required with respect to such claim if it plans to contest the claim. If the Company decides to contest such claim, Executive is required to remit to shall cooperate fully with the relevant taxing authority Company in such action; provided, however, the Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold Executive harmless, on an after-tax basis, for any federalExcise Tax, state and local taxes imposed upon the Executiveincome tax or other tax, including interest and penalties with respect thereto, imposed as a result of the Company's action. If, as a result of the Company's action with respect to a claim, Executive receives a refund of any amount of additional taxes imposed upon paid by the Company with respect to such claim, Executive due shall promptly pay such refund to the Company’s payment . If the Company fails to timely notify Executive whether it will contest such claim or the Company determines not to contest such claim, then the Company shall immediately pay to Executive the portion of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contraryclaim, any amounts to if any, which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and it has not previously paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 6Section, except as provided in the last sentence of this paragraph (a)) (hereinafter referred to collectively as a “Payment”) would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up Payment shall be made by the Company at least 10 days prior to the date that Regardless of whether the Executive is subject to an Excise Tax, in the event that the Company fails to make any payment at the time or in the form required to remit by Section 6, and as a result it is subsequently determined that Executive is subject to the relevant taxing authority any federal, state additional tax and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment interest provided in Section 409A(a)(1)(B) of the initial taxes on Code with respect to any portion of such amounts. Notwithstanding payment (such additional tax, together with any provision interest and penalties thereon, are hereinafter collectively referred to as the “Section 409A Penalty”) then Executive shall also be entitled to receive an additional payment (a “Section 409A Gross-Up”) calculated in the same manner as a Gross-Up Payment by substituting “Section 409A Penalty” for “Excise Tax” for all purposes of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section. The Section 6(a) during the first six months following the date of the Executive’s Separation From Service 409A Gross-Up shall be accumulated and paid to the Executive on the date that is six months following the date considered a Payment for purposes of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier calculation of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurredany Gross-Up Penalty.

Certain Additional Payments by the Company. (a) Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, if it shall be determined in the event that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “"Payment”") would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code (and any successor provisions or sections to sections 409Aof 1986, 457A and 4999) as amended, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company shall pay to Executive an additional payment (a “"Gross-Up up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the on any Gross-Up up Payment, the Executive retains an amount of the Gross-Up up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up The Company and Executive shall make an initial determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment. Executive shall be made notify the Company immediately in writing of any claim by the Internal Revenue Service which, if successful, would require the Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Company and Executive) within five days of the receipt of such claim. The Company shall notify Executive in writing at least 10 five days prior to the due date that of any response required with respect to such claim if it plans to contest the claim. If the Company decides to contest such claim, Executive is required to remit to shall cooperate fully with the relevant taxing authority Company in such action; provided, however, the Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold Executive harmless, on an after-tax basis, for any federal, state and local taxes imposed upon the ExecutiveExcise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of the Company's action. If, as a result of the Company's action with respect to a claim, Executive receives a refund of any amount of additional taxes imposed upon paid by the Company with respect to such claim, Executive due shall promptly pay such refund to the Company’s payment . If the Company fails to timely notify Executive whether it will contest such claim or the Company determines not to contest such claim, then the Company shall immediately pay to Executive the portion of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contraryclaim, any amounts to if any, which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and it has not previously paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 6section) (a “Payment”) would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Gross Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Gross Up Payment, the Executive retains an amount of the Gross-Gross Up Payment equal to the Excise Tax imposed upon the Payments. Any Executive acknowledges that the Gross Up Payment can be withheld from Executive by the Company and, instead, paid to the Internal Revenue Service on behalf of Executive. All determinations required to be made under this Section 7(i) with respect to the Excise Tax imposed by Section 4999 of the Code, including whether and when the Gross Up Payment is required and the amount of such Gross Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm selected by the Company. All fees and expenses of the accounting firm shall be borne solely by the Company. Any determination by the accounting firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at least 10 days prior the time of the initial determination by the accounting firm hereunder, it is possible that Gross Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the date event that it is ultimately determined in accordance with the procedures set forth in this Section 7(i) that Executive is required to remit to make a payment of any Code Section 4999 Excise Tax, the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including accounting firm shall determine the amount of additional taxes imposed upon the Underpayment that has occurred and any such Underpayment shall be paid by the Company to or for the benefit of Executive due within five days of the receipt of the accounting firm’s determination of the amount of the Underpayment. Executive shall notify the Company in writing of any claims by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross Up Payment. Such notification shall be given as soon as practicable but no later than 30 days after Executive actually receives notice in writing of such claim. Executive shall not pay such claim prior to the Company’s payment expiration of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months 30-day period following the date of the Executive’s Separation From Service shall be accumulated and paid on which he gives such notice to the Executive Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is six months following the date of his Separation From Servicedue). All reimbursements by If the Company under this Section 6(a) be paid no later than notifies Executive in writing prior to the earlier expiration of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.such period that it desires to contest such claim, Executive shall:

Certain Additional Payments by the Company. In the event that the Executive becomes entitled to severance benefits or any other payment or benefit under this Agreement, or under any other agreement with or plan of the Company (in the aggregate, the "Total Payments"), if any of the Total Payments will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed), the Company shall pay to the Executive in cash an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive after deduction of any Excise Tax upon the Total Payments and any Federal, state and local income tax and Excise Tax upon the Gross-Up Payment provided for by this Section 5.7 shall be equal to the Total Payments. Such payments shall be made by the Company to the Executive as soon as practical following the effective date of termination, but in no event beyond thirty (30) days from such date. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax: (a) Anything in this Agreement any other payments or benefits received or to the contrary notwithstanding, if it shall be determined that any payment or distribution received by the Parent, Executive in connection with a Change in Control of the Company or any the Executive's termination of their affiliated companies to or for the benefit of the Executive employment (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, Agreement or any other plan, arrangement, or agreement with the Company, or contract with any person (which shall have the meaning set forth in Section 3(a)(9) of the Securities Exchange Act of 1934, including a "group" as defined in Section 13(d) therein) whose actions result in a Change in Control of the Company or otherwiseany person affiliated with the Company or such persons) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, but determined without regard to any additional payments required under this Section 6and all "excess parachute payments" within the meaning of 280G(b)(1) (a “Payment”) would shall be treated as subject to any additional the Excise Tax, unless in the opinion of tax counsel as supported by the Company's independent auditors and acceptable to the Executive, such other payments or excise tax imposed by sections 409Abenefits (in whole or in part) do not constitute parachute payments, 457A or 4999 unless such excess parachute payments (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (i) the total amount of the Total Payments or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (a) above); and (c) the value of any successor provisions or sections to sections 409A, 457A and 4999) noncash benefits or any interest deferred payment or penalties are incurred benefit shall be determined by the Executive Company's independent auditors in accordance with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive principles of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect theretoSections 280G(d)(3) and Excise Tax imposed upon (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive retains an amount shall be deemed to pay Federal income taxes at the highest marginal rate of taxation in the state and locality of the Gross-Up Payment equal Executive's residence on the effective date of termination, net of the maximum reduction in Federal income taxes which could be obtained from deduction of such state and local taxes. All determinations required to the Excise Tax imposed upon the Payments. Any Gross Up Payment be made under this Section 5.7 shall be made by a nationally recognized accounting firm (the "Accounting Firm") mutually acceptable to the parties, which shall provide detailed supporting calculations both to the Company at least 10 days prior to and the date that Executive. Any such determination by the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed Accounting Firm shall be binding upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of Company and the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 6section) (a “"Payment”") would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-"Gross Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Gross Up Payment, the Executive retains an amount of the Gross-Gross Up Payment equal to the Excise Tax imposed upon the Payments. Any Executive acknowledges that the Gross Up Payment can be withheld from Executive by the Company and, instead, paid to the Internal Revenue Service on behalf of the Executive. All determinations required to be made under this Section 7(i) with respect to the Excise Tax imposed by Section 4999 of the Code, including whether and when the Gross Up Payment is required and the amount of such Gross Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm selected by the Company. All fees and expenses of the accounting firm shall be borne solely by the Company. Any determination by the accounting firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at least 10 days prior the time of the initial determination by the accounting firm hereunder, it is possible that Gross Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the date event that it is ultimately determined in accordance with the procedures set forth in this Section 7(i) that the Executive is required to remit to make a payment of any Code Section 4999 Excise Tax, the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including accounting firm shall determine the amount of additional taxes imposed upon the Underpayment that has occurred and any such Underpayment shall be paid by the Company to or for the benefit of the Executive due within five days of the receipt of the accounting firm's determination of the amount of the Underpayment. The Executive shall notify the Company in writing of any claims by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross Up Payment. Such notification shall be given as soon as practicable but no later than 30 days after the Executive actually receives notice in writing of such claim. The Executive shall not pay such claim prior to the Company’s expiration of the 30 day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: give the Company any information reasonably requested relating to such claim; take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time; cooperate with the Company in good faith in order effectively to contest such claim; and if the Company elects not to assume and control the defense of such claim, permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this section, the Company shall have the right, at its sole option, to assume the defense of and control all proceedings in connection with such contest, in which case it may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial taxes on such amountsjurisdiction and in one or more appellate courts, as the Company shall determine. Notwithstanding any provision of anything in this Agreement section to the contrary, any unless an earlier payment date is specified above, the Company shall, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v), pay Executive (or pay on the Executive's behalf) all amounts to which the Executive would otherwise be is entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid section no later than the earlier of (i) the time periods described above and (ii) the last day end of the Executive’s taxable second calendar year next following the taxable calendar year in which the expense was incurredExcise Tax or Tax is remitted to the Internal Revenue Service (or in the case of costs and expenses payable where it is determined that no Excise Tax or Tax is owed by the Executive, no later than the end of the second calendar year following the calendar year in which there is a final and non-appealable settlement or other resolution of the contest).

Certain Additional Payments by the Company. (a) Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, if it shall be determined in the event that any payment payment, benefit or distribution by the Parent, the Company or any of their affiliated companies Affiliate to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “Payment”) ), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties (other than interest or penalties that are incurred by the Executive result of errors or omissions that are the primary responsibility of Executive) with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company shall promptly pay to Executive an additional payment (a “Gross-Up up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxestaxes other than interest or penalties that are the result of errors or omissions that are the primary responsibility of Executive), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the on any Gross-Up up Payment, the Executive retains an amount of the Gross-Up up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up The Company and Executive shall make an initial determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment. Executive shall be made notify the Company in writing (within five days of the receipt of any claim; provided that failure to timely notify the Company shall not affect Executive’s right to receive a Gross-up Payment unless the delay results in a significant detriment to the Company) of any claim by the Internal Revenue Service which, if successful, would require the Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Company and Executive). The Company shall notify Executive in writing at least 10 ten days prior to the due date that of any response required with respect to such claim if it plans to contest the claim. If the Company decides to contest such claim, Executive is required to remit to shall cooperate fully with the relevant taxing authority Company in such action; provided, however, the Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold Executive harmless, on an after-tax basis, for any federal, state and local taxes imposed upon the ExecutiveExcise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of the Company’s action. If, as a result of the Company’s action with respect to a claim, Executive receives a refund of any amount of additional taxes imposed upon paid by the Company with respect to such claim, Executive due shall promptly pay such refund to the Company’s payment . If the Company fails to timely notify Executive whether it will contest such claim or the Company determines not to contest such claim, then the Company shall immediately pay to Executive the portion of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contraryclaim, any amounts to if any, which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and it has not previously paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. (a) 3.3.1 Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment or distribution by the Parent, the Company or any of their its affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 63.3) (a “Payment”) would be subject to any additional tax or excise tax imposed by sections 409A, 457A or 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Gross-Up Payment shall be made by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) 3.3.1 during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) 3.3.1 shall be paid no later than the earlier of (ia) the time periods described above and (iib) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. (a) Anything in In the event that this Agreement to the contrary notwithstanding, if becomes operative and it shall be is determined (as hereafter provided) that any payment or distribution by the Parent, the Company or any of their affiliated companies its affiliates to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, agreement program or contract arrangement, including without limitation any stock option, stock appreciation right or otherwisesimilar right, but determined without regard to or the lapse or termination of any additional payments required under this Section 6) restriction on or the vesting or exercisability of any of the foregoing (a “"Payment”) "), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code of 1986, as amended (and or any successor provisions provision thereto), or sections to sections 409Aany similar tax imposed by state or local law, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, are hereinafter hereafter collectively referred to as the “"Excise Tax”"), then the Executive shall will be entitled to promptly receive from the Company an additional payment or payments (a “"Gross-Up Payment”") in an amount such that that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitationany Excise Tax, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up Payment shall be made by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement anything to the contrary, any amounts Gross-Up Payment pursuant to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day December 31 of the Executive’s taxable year next following the taxable year in which the expense was incurredExecutive pays the applicable Excise Tax, and, if the Executive is a `specified employee', as defined and applied in Code Section 409A as of the termination date, no earlier than the first day of the seventh month following such date.

Certain Additional Payments by the Company. (ai) Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment or distribution by the Parent, the Company or any of their its affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 63(c)) (a “Payment”) would be subject to any additional tax or excise tax imposed by sections 409A, 457A or 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up Payment shall be made by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a3(c)(i) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a3(c)(i) shall be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 69, except as provided in the last sentence of this Section 9(a)) (hereinafter referred to collectively as a “"Payment”") would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up Payment”") in an amount such that that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up Payment shall be made by the Company at least 10 days prior to the date that Regardless of whether the Executive is subject to an Excise Tax, in the event that the Company fails to make any payment at the time or in the form required to remit by Section 6, and as a result it is subsequently determined that Executive is subject to the relevant taxing authority any federal, state additional tax and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment interest provided in Section 409A(a)(1)(B) of the initial taxes on Code with respect to any portion of such amounts. Notwithstanding payment (such additional tax, together with any provision interest and penalties thereon, are hereinafter collectively referred to as the "Section 409A Penalty") then Executive shall also be entitled to receive an additional payment (a "Section 409A Gross-Up") calculated in the same manner as a Gross-Up Payment by substituting "Section 000X Xxxxxxx" for "Excise Tax" for all purposes of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service 9. The Section 409A Gross-Up shall be accumulated and paid to the Executive on the date that is six months following the date considered a Payment for purposes of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier calculation of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurredany Gross-Up Penalty.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event that it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “"Payment”) "), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code (and any successor provisions or sections to sections 409A, 457A and 4999) of 1986 or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “an "Excise Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Excise Gross-Up Payment and any ordinary income tax on the Excise Gross-Up Payment, in order to put the Executive retains in the same net after-tax position as if the payment were not subject to any Excise Tax. Subject to the provisions of this Section 8(e), all determinations required to be made hereunder, including whether an amount of the Excise Gross-Up Payment equal to is required and the amount of such Excise Tax imposed upon the Payments. Any Gross Gross-Up Payment Payment, shall be made by PricewaterhouseCoopers LLP or such other accounting firm which at the time audits the financial statements of the Company (the "Accounting Firm") at least 10 days prior the sole expense of the Company, which shall provide detailed supporting calculations both to the date that Company and the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount within 15 business days of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day termination of the Executive’s taxable year next following 's employment under this Agreement, if applicable, or such earlier time as is requested by the taxable year in which the expense was incurredCompany.

Certain Additional Payments by the Company. (a) Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, if it shall be determined in the event that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “Payment”) ), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company shall pay to Employee an additional payment (a “Gross-Up up Payment”) in an amount such that after payment by the Executive Employee of all taxes (including any an interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the on any Gross-Up up Payment, the Executive Employee retains an amount of the Gross-Up up Payment equal to the Excise Tax imposed upon the Paymentspayment. Any Gross Up The Company and Employee shall make an initial determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment. Employee shall be made notify the Company in writing of any claim by the Internal Revenue Service which, if successful, would require the Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Company and Employee) within ten days of the receipt of such claim. The Company shall notify Employee in writing at least 10 ten days prior to the due date that of any response required with respect to such claim if it plans to contest the Executive is required claim. The Gross-up Payment to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise Employee shall be entitled under this Section 6(a) during the first six months following made no earlier than the date of the Executive’s Separation From Service shall be accumulated Payment to which such Gross-up Payment relates and paid to no later than December 31 of the Executive on the date that is six months year following the date year during which Employee remits the related taxes. If the Company decides to contest such claim, Employee shall cooperate fully with the Company in such action; provided, however, the Company shall bear and pay directly or indirectly all cost and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold Employee harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of his Separation From Servicethe Company’s action. All reimbursements If, as a result of the Company’s action with respect to a claim, Employee receives a refund of any amount paid by the Company under this Section 6(a) be with respect to such claim, Employee shall promptly pay such refund to the Company. If the Company fails to timely notify Employee whether it will contest such claim or the Company determines not to contest such claim, then the Company shall immediately pay to Employee the portion of such claim, if any, which it has not previously paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurredto Employee.

Certain Additional Payments by the Company. (a) Anything in this Agreement (other than in Section 10) to the contrary notwithstandingnotwithstanding and except as set forth below, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 67) (a “"Payment”") would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Notwithstanding the foregoing provisions of this Section 7(a), no Gross-Up Payment shall be made to the Executive if the Executive terminates employment within one year of a Change in Control, unless (i) such termination is by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federalwithout Cause, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day basis for such termination is the occurrence of one or more of the circumstances set forth in each of Section 3(c)(ii), (iii), (iv), (vi) or (vii), or (iii) the Executive’s taxable year next following 's title with the taxable year Company during such period is not Executive Vice President (or such other title as shall be mutually agreed upon) or the Executive is assigned duties inconsistent with the duties normally assigned to an executive with such title in which a financial organization of comparable size (it being understood that no duties need be assigned to the expense was incurredExecutive).

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if in the event it shall be is determined (as hereafter provided) that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, agreement program or contract arrangement, including without limitation any share option, share appreciation right, dividend equivalent right, restricted shares or otherwisesimilar right, but determined without regard to the lapse or termination of any additional payments required under this Section 6) restriction on or the vesting or exercise ability of any of the foregoing (any such payment or distribution, a “Payment”) ), would be subject to any additional tax or the excise tax imposed by sections 409ASection 4999 of the Internal Revenue Code of 1986, 457A as amended (the “Code”) (or 4999 any successor provision thereto), by reason of being considered “contingent on a change in ownership or control” of the Company, within the meaning of Section 280G of the Code (and or any successor provisions provision thereto) or sections to sections 409Aany similar tax imposed by state or local law, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, are hereinafter being hereafter collectively referred to as the “Excise Tax”), then the Executive shall will be entitled to promptly receive from the Company an additional payment or payments (collectively, a “Gross-Up Payment”); provided, however, that no Gross-up Payment will be made with respect to the Excise Tax, if any, attributable to (A) any incentive share option (“ISO”) granted prior to the execution of this Agreement or (B) any share appreciation or similar right, whether or not limited, granted in tandem with any ISO described in clause (A) of this sentence. The Gross-Up Payment will be in an amount such that that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains will have received an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up Payment shall be made by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurredPayment.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event that it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “"Payment”) "), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code (and any successor provisions or sections to sections 409A, 457A and 4999) of 1986 or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “an "Excise Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Excise Gross-Up Payment and any ordinary income tax on the Excise Gross-Up Payment in order to put the Executive in the same net after-tax position as if the payment were not subject to any Excise Tax. Subject to the provisions of this Section 8(e), all determinations required to be made hereunder, including whether an Excise Gross-Up Payment is required and the amount of such Excise Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up Payment shall be made by the accounting firm that audits the financial statements of the Company at least 10 days prior that time (the "Accounting Firm") at the sole expense of the Company, which shall provide detailed supporting calculations both to the date that Company and the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount within 15 business days of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day termination of the Executive’s taxable year next following 's employment under this Agreement, if applicable, or such earlier time as is requested by the taxable year in which the expense was incurredCompany.

Certain Additional Payments by the Company. (a) Anything in In the event that this Agreement to the contrary notwithstanding, if becomes operative and it shall be is determined (as hereafter provided) that any payment or distribution by the Parent, the Company or any of their affiliated companies its affiliates to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, agreement program or contract arrangement, including without limitation any stock option, stock appreciation right or otherwisesimilar right, but determined without regard to or the lapse or termination of any additional payments required under this Section 6) restriction on or the vesting or exercisability of any of the foregoing (a “Payment”) ), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code of 1986, as amended (and or any successor provisions provision thereto), or sections to sections 409Aany similar tax imposed by state or local law, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, are hereinafter hereafter collectively referred to as the “Excise Tax”), then the Executive shall will be entitled to promptly receive from the Company an additional payment or payments (a “Gross-Up Payment”) in an amount such that that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitationany Excise Tax, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up Payment shall be made by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement anything to the contrary, any amounts Gross-Up Payment pursuant to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day December 31 of the Executive’s taxable year next following the taxable year in which the expense was incurredExecutive pays the applicable Excise Tax, and, if the Executive is a ‘specified employee’, as defined and applied in Code Section 409A as of the termination date, no earlier than the first day of the seventh month following such date.

Certain Additional Payments by the Company. (a) Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, if it shall be determined in the event that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “"Payment”) "), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code (and any successor provisions or sections to sections 409Aof 1986, 457A and 4999) as amended, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company shall pay to Executive an additional payment (a “"Gross-Up up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the on any Gross-Up up Payment, the Executive retains an amount of the Gross-Up up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up The Company and Executive shall make an initial determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment. Executive shall be made notify the Company immediately in writing of any claim by the Internal Revenue Service which, if successful, would require the Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Company and Executive) within five days of the receipt of such claim. The Company shall notify Executive in writing at least 10 five days prior to the due date that of any response required with respect to such claim if it plans to contest the claim. If the Company decides to contest such claim, Executive is required to remit to shall cooperate fully with the relevant taxing authority Company in such action; provided, however, the Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold Executive harmless, on an after-tax basis, for any federal, state and local taxes imposed upon the ExecutiveExcise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of the Company's action. If, as a result of the Company's action with respect to a claim, Executive receives a refund of any amount of additional taxes imposed upon paid by the Company with respect to such claim, Executive due shall promptly pay such refund to the Company’s payment . If the Company fails to timely notify Executive whether it will contest such claim or the Company determines not to contest such claim, then the Company shall immediately pay to Executive the portion of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contraryclaim, any amounts to if any, which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and it has not previously paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. If all, or any portion, of the payments provided under this Agreement, either alone or together with other payments and benefits which the Executive receives or is entitled to receive from the Company or an affiliate, would constitute an excess “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (awhether or not under an existing plan, arrangement or other agreement) Anything (each such parachute payment, a “Parachute Payment”), and would result in the imposition on the Executive of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, then, in addition to any other benefits to which the Executive is entitled under this Agreement to the contrary notwithstanding, if it shall be determined that any payment or distribution by the ParentAgreement, the Company shall pay an amount (the “Gross-Up Amount”) in cash equal to the sum of the excise taxes payable by the Executive by reason of receiving Parachute Payments (including any penalties and interest for underpayments) plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest possible applicable rates on such Parachute Payments (including without limitation any of their affiliated companies payments under this Section 3.8) as if no excise taxes had been imposed with respect to or for Parachute Payments). The Company shall pay the benefit Gross-Up Amount to the appropriate taxing authorities as withholding taxes on behalf of the Executive (whether paid or payable or distributed or distributable pursuant or, to the terms of this Agreement, any other plan, agreement extent some or contract or otherwise, but determined without regard to any additional payments required under this Section 6) (a “Payment”) would be subject to any additional tax or excise tax imposed by sections 409A, 457A or 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal Amount is not required to be withheld by the Company, to the Excise Tax imposed upon Executive) at such time or times when the Paymentsexcise taxes to which the Gross-Up Amount relates are due. Any Gross Up Payment shall Except as may otherwise be made agreed to by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount or amounts (if any) payable under this Section 3.8 shall be conclusively determined (for purposes of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to Gross-Up Amount and the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date filing of the Executive’s Separation From Service shall be accumulated and paid income tax return, but subject to the Executive on the date that is six months following the date provisions below) by an independent accounting firm of his Separation From Service. All reimbursements national reputation selected by the Company under this Section 6(a) with the consent of the Executive (which shall not be paid no later than unreasonably withheld). Notwithstanding the earlier foregoing, in the event that the Internal Revenue Service assesses a deficiency against the executive for a greater amount of excise tax (and other related payments to the Internal Revenue Service, as contemplated above), then the Company shall within five business days thereafter either assume the defense of such deficiency or pay the additional amounts; provided that (i) the time periods described above Executive shall not initiate any proceeding or other contests regarding these matters, other than at the direction of the Company, and shall provide notice to the Company of any proceeding or other contest regarding these matters initiated by the Internal Revenue Service, and (ii) the last day Company shall be entitled to direct and control all such proceeding and other contests, if it commits to and does pay all costs (including without limitation legal and other professional fees) associated therewith. If there is an overpayment of excise tax (and related payments), the Executive’s taxable year next following Executive within five business days after receiving a refund shall pay over the taxable year in which amount refunded to the expense was incurredCompany.

Certain Additional Payments by the Company. If all, or any portion, of the payments provided under this Agreement, either alone or together with other payments and benefits which the Executive receives or is entitled to receive from the Company or an affiliate, would constitute an excess “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (awhether or not under an existing plan, arrangement or other agreement) Anything (each such parachute payment, a “Parachute Payment”), and would result in the imposition on the Executive of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, then, in addition to any other benefits to which the Executive is entitled under this Agreement to the contrary notwithstanding, if it shall be determined that any payment or distribution by the ParentAgreement, the Company shall pay an amount (the “Gross-Up Amount”) in cash equal to the sum of the excise taxes payable by the Executive by reason of receiving Parachute Payments (including any penalties and interest for underpayments) plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest possible applicable rates on such Parachute Payments (including without limitation any of their affiliated companies payments under this Section 3.9) as if no excise taxes had been imposed with respect to or for Parachute Payments). The Company shall pay the benefit Gross-Up Amount to the appropriate taxing authorities as withholding taxes on behalf of the Executive (whether paid or payable or distributed or distributable pursuant or, to the terms of this Agreement, any other plan, agreement extent some or contract or otherwise, but determined without regard to any additional payments required under this Section 6) (a “Payment”) would be subject to any additional tax or excise tax imposed by sections 409A, 457A or 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal Amount is not required to be withheld by the Company, to the Excise Tax imposed upon Executive) at such time or times when the Paymentsexcise taxes to which the Gross-Up Amount relates are due. Any Gross Up Payment shall Except as may otherwise be made agreed to by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount or amounts (if any) payable under this Section 3.9 shall be conclusively determined (for purposes of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to Gross-Up Amount and the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date filing of the Executive’s Separation From Service shall be accumulated and paid income tax return, but subject to the Executive on the date that is six months following the date provisions below) by an independent accounting firm of his Separation From Service. All reimbursements national reputation selected by the Company under this Section 6(a) with the consent of the Executive (which shall not be paid no later than unreasonably withheld). Notwithstanding the earlier foregoing, in the event that the Internal Revenue Service assesses a deficiency against the executive for a greater amount of excise tax (and other related payments to the Internal Revenue Service, as contemplated above), then the Company shall within five business days thereafter either assume the defense of such deficiency or pay the additional amounts; provided that (i) the time periods described above Executive shall not initiate any proceeding or other contests regarding these matters, other than at the direction of the Company, and shall provide notice to the Company of any proceeding or other contest regarding these matters initiated by the Internal Revenue Service, and (ii) the last day Company shall be entitled to direct and control all such proceeding and other contests, if it commits to and does pay all costs (including without limitation legal and other professional fees) associated therewith. If there is an overpayment of excise tax (and related payments), the Executive’s taxable year next following Executive within five business days after receiving a refund shall pay over the taxable year in which amount refunded to the expense was incurredCompany.”

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, if in the event it shall be determined that any payment or distribution by the Parentby, or benefit from, the Company or an Affiliate or any person who acquires ownership or effective control or ownership of their affiliated companies a substantial portion of the Company's assets (within the meaning of section 280G of the Code) or by any Affiliate of such person, to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 613) (a “"Payment”") would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Gross-Up Payment shall be made by that the Company at least 10 days prior to the date that the Executive is required to remit make to the relevant taxing authority any reimburse Executive for federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s 's payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements made by the Company under this Section 6(a) be paid no later than by the earlier end of (i) the time periods described above and (ii) the last day of the Executive’s 's taxable year next following the Executive's taxable year in which Executive remits the expense was incurredrelated taxes to the taxing authority.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “"Payment”) "), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Subject to the provisions of this Section 7(g), all determinations required to be made hereunder, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by Arthxx Xxxexxxx X.X.P. or such other accounting firm which at the time audits the financial statements of the Company (the "Accounting Firm") at least 10 the sole expense of the Company, which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the date of termination of the Executive's employment under this Agreement, if applicable, or such earlier time as is requested by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, the Accounting Firm shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments, which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant hereto and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment expiration of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months 30-day period following the date of the Executive’s Separation From Service shall be accumulated and paid on which it gives such notice to the Executive Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is six months following the date of his Separation From Servicedue). All reimbursements by If the Company under this Section 6(a) be paid no later than notifies the earlier Executive in writing prior to the expiration of (i) such period that it desires to contest such claim, the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.Executive shall:

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 69, except as provided in the last sentence of this Section 9(a)) (hereinafter referred to collectively as a “"Payment”") would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up Payment”") in an amount such that that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up Payment shall be made by the Company at least 10 days prior to the date that Regardless of whether the Executive is subject to an Excise Tax, in the event that the Company fails to make any payment at the time or in the form required to remit by Section 6, and as a result it is subsequently determined that Executive is subject to the relevant taxing authority any federal, state additional tax and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment interest provided in Section 409(a)(1)(B) of the initial taxes on Code with respect to any portion of such amounts. Notwithstanding payment (such additional tax, together with any provision interest and penalties thereon, are hereinafter collectively referred to as the "Section 409A Penalty") then Executive shall also be entitled to receive an additional payment (a "Section 409A Gross-Up") calculated in the same manner as a Gross-Up Payment by substituting "Section 000X Xxxxxxx" for "Excise Tax" for all purposes of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service 9. The Section 409A Gross-Up shall be accumulated and paid to the Executive on the date that is six months following the date considered a Payment for purposes of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier calculation of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurredany Gross-Up Penalty.

Certain Additional Payments by the Company. (a) Anything in If all, or any portion, of the payments provided under this Agreement Agreement, either alone or together with other payments and benefits which the Executive receives or is entitled to the contrary notwithstanding, if it shall be determined that any payment or distribution by the Parent, receive from the Company or any an affiliate, would constitute an excess “parachute payment” within the meaning of their affiliated companies to or for the benefit Section 280G of the Executive Internal Revenue Code of 1986, as amended (whether paid or payable not under an existing plan, arrangement or distributed or distributable pursuant other agreement) (each such parachute payment, a “Parachute Payment”), and would result in the imposition on the Executive of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, then, in addition to any other benefits to which the terms of Executive is entitled under this Agreement, any other plan, agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) (a “Payment”) would be subject to any additional tax or excise tax imposed by sections 409A, 457A or 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from paid by the Company an additional payment (a “Gross-Up Payment”) amount in an amount such that after payment cash equal to the sum of the excise taxes payable by the Executive by reason of all taxes receiving Parachute Payments (including any penalties and interest or penalties imposed with respect for underpayments) plus the amount necessary to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, put the Executive retains an amount of in the Grosssame after-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up Payment shall be made by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest possible applicable rates on such Parachute Payments (including without limitation any payments under this Section 3.9) as if no excise taxes had been imposed upon with respect to Parachute Payments). Except as may otherwise be agreed to by the Company and the Executive, including the amount or amounts (if any) payable under this Section 3.9 shall be conclusively determined (for purposes of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to gross up amount and the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date filing of the Executive’s Separation From Service shall be accumulated and paid income tax return, but subject to the Executive on the date that is six months following the date provisions below) by an independent accounting firm of his Separation From Service. All reimbursements national reputation selected by the Company under this Section 6(a) with the consent of the Executive (which shall not be paid no later than unreasonably withheld). Notwithstanding the earlier foregoing, in the event that the Internal Revenue Service assesses a deficiency against the executive for a greater amount of excise tax (and other related payments to the Internal Revenue Service, as contemplated above), then the Company shall within five business days thereafter either assume the defense of such deficiency or pay the additional amounts; provided that (i) the time periods described above Executive shall not initiate any proceeding or other contests regarding these matters, other than at the direction of the Company, and shall provide notice to the Company of any proceeding or other contest regarding these matters initiated by the Internal Revenue Service, and (ii) the last day Company shall be entitled to direct and control all such proceeding and other contests, if it commits to and does pay all costs (including without limitation legal and other professional fees) associated therewith. If there is an overpayment of excise tax (and related payments), the Executive’s taxable year next following Executive within five business days after receiving a refund shall pay over the taxable year in which amount refunded to the expense was incurredCompany.

Certain Additional Payments by the Company. (a) Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, if it shall be determined in the event that any payment payment, distribution or distribution provision of a benefit by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or payable, distributed or distributable or provided or to be provided pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “Payment”) ), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code (and any successor provisions or sections to sections 409Aof 1986, 457A and 4999) as amended, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company shall pay to Executive an additional payment (a “Gross-Up up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the on any Gross-Up up Payment, the Executive retains an amount of the Gross-Up up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up The Gross-up Payment attributable to a particular Payment shall be made by at the Company at least 10 days prior to time such Payment is made; provided, however, that in no event shall the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise Gross-up Payment be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no made later than the earlier end of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the Executive’s taxable year in which Executive remits the expense was incurredrelated taxes. The Company and Executive shall make an initial determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment. Executive shall notify the Company immediately in writing of any claim by the Internal Revenue Service which, if successful, would require the Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Company and Executive) within five days of the receipt of such claim. The Company shall notify Executive in writing at least five days prior to the due date of any response required with respect to such claim if it plans to contest the claim. If the Company decides to contest such claim, Executive shall cooperate fully with the Company in such action; provided, however, the Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of the Company’s action. If, as a result of the Company’s action with respect to a claim, Executive receives a refund of any amount paid by the Company with respect to such claim, Executive shall promptly pay such refund to the Company. If the Company fails to timely notify Executive whether it will contest such claim or the Company determines not to contest such claim, then the Company shall immediately pay to Executive the portion of such claim, if any, which it has not previously paid to Executive.

Certain Additional Payments by the Company. (a) 7.01 Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, if in the event it shall be determined that any payment or distribution by the Parentby, or benefit from, the Company or any person who acquires ownership or effective control or ownership of their affiliated companies a substantial portion of the Company’s assets (within the meaning of section 280G of the Code) or by any affiliate of such person, to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 67) (a “Payment”) would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Gross-Up Payment shall be made by that the Company at least 10 days prior to the date that the Executive is required to remit make to the relevant taxing authority any reimburse Executive for federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements made by the Company under this Section 6(a) be paid no later than by the earlier end of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the Executive’s taxable year in which Executive remits the expense was incurredrelated taxes to the taxing authority.

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if in the event it shall be is determined (as hereafter provided) that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, agreement program or contract arrangement, including without limitation any share option, share appreciation right, dividend equivalent right, restricted shares or otherwisesimilar right, but determined without regard to the lapse or termination of any additional payments required under this Section 6) restriction on or the vesting or exercise ability of any of the foregoing (any such payment or distribution, a “"Payment”) "), would be subject to any additional tax or the excise tax imposed by sections 409ASection 4999 of the Internal Revenue Code of 1986, 457A as amended (the "Code") (or 4999 any successor provision thereto), by reason of being considered "contingent on a change in ownership or control" of the Company, within the meaning of Section 280G of the Code (and or any successor provisions provision thereto) or sections to sections 409Aany similar tax imposed by state or local law, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, are hereinafter being hereafter collectively referred to as the “"Excise Tax”"), then the Executive shall will be entitled to promptly receive from the Company an additional payment or payments (collectively, a “"Gross-Up Payment”"); provided, however, that no Gross-up Payment will be made with respect to the Excise Tax, if any, attributable to (A) any incentive share option ("ISO") granted prior to the execution of this Agreement or (B) any share appreciation or similar right, whether or not limited, granted in tandem with any ISO described in clause (A) of this sentence. The Gross-Up Payment will be in an amount such that that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains will have received an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up Payment shall be made by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurredPayment.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 69) (a “"Payment”") would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross (b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Arthur Andersen LLP or xxxx oxxxx xxxtified public accounting firm as may be designated by the Executive (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company at least 10 and the Executive within 15 business days prior of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the date Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to remit to make a payment of any Excise Tax, the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including Accounting Firm shall determine the amount of additional taxes imposed upon the Executive due Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date benefit of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. (ai) Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment or distribution by the Parent, the Company or any of their its affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 63(c)) (a “Payment”) would be subject to any additional tax or excise tax imposed by sections 409A, 457A or 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Gross-Up Payment shall be made by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a3(c)(i) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a3(c)(i) shall be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if it shall be is determined that any payment payment, distribution, benefit or distribution other entitlement provided by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 67) on or after the second anniversary of the Commencement Date (a “Payment”) would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code of 1986, as amended (and any successor provisions or sections to sections 409Athe “Code”), 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penaltiespenalties imposed with respect thereto (but excluding any tax, penalties or interest under Section 409A of the Code), are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross For the avoidance of doubt, this Section 7 shall not become effective until the second anniversary of the Commencement Date and shall only apply if there is a Change in Control of the Company on or after such date. For purposes of this Section 7(a), “Parachute Value” of a Payment means the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm (as defined below in clause (b)) for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. Notwithstanding the foregoing provisions of this Section 7(a), if it shall be determined that the Executive is entitled to the Gross-Up Payment but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment shall be made by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on and the date that is six months following the date of his Separation From Service. All reimbursements by the Company amounts payable under this Section 6(a) Agreement shall be paid no later than reduced so that the earlier Parachute Value of (i) all Payments, in the time periods described above and (ii) aggregate, equals the last day Safe Harbor Amount. The reduction of the Executive’s taxable year next following the taxable year in which the expense was incurred.amounts payable hereunder, if applicable, shall be made by first reducing any cash payment, unless an alternative method of reduction is elected

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to you or for the your benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 64) (a “Payment”) would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and and/or any successor corresponding provisions of state or sections to sections 409A, 457A and 4999local tax laws) or any interest or penalties are incurred by the Executive with respect to such excise tax taxes (such excise taxtaxes, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise TaxTaxes”), then the Executive you shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Tax Restoration Payment”) in an amount such that after your payment by the Executive of all income and other taxes (including and any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax Taxes imposed upon the Gross-Up Tax Restoration Payment, the Executive retains you retain an amount of the Gross-Up Tax Restoration Payment equal to the Excise Tax Taxes imposed upon the Payments. Any Gross Up Such tax computations shall be performed applying the then highest marginal tax rates. All determinations required to be made under this Section 4, including whether and when a Tax Restoration Payment is required and the amount of such Tax Restoration Payment shall be made by Ernst & Young LLP or such other nationally recognized accounting firm as may be designated by you (the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s “Accounting Firm). Such payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid fully made to the Executive on the date you upon any determination that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid there are Excise Taxes owed but in no event later than the earlier of (i) the time periods described above and (ii) the last day end of the Executive’s taxable calendar year next following the taxable calendar year in which you remit the expense was incurredrelated taxes ; provided, however, that if you are a “specified employee” (as defined in, and pursuant to, Treas. Reg. Section 1.409A-1(i) or any successor regulation) on the date of your separation from service hereunder, the Tax Restoration Payment shall be made to you no earlier than the date which is six months after the date of such separation (or, if earlier, the date of your death) to the extent required to avoid adverse tax treatment to you (including, without limitation, the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such deferral). You and SureWest shall furnish the Accountant such documentation and documents as the Accountant may reasonably request in order to make a determination. SureWest shall bear all costs that the Accountant may reasonably charge in connection with performing any calculations contemplated by this Section 4.

Certain Additional Payments by the Company. (a) a. Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 69) (a “"Payment”") would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up Payment shall be made by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federal; provided, state and local taxes imposed upon the Executivehowever, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrarythat, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) with respect to the time periods described above transaction contemplated by that certain Agreement and Plan of Merger dated October 10, 2003 by and among THL Food Products Co., M-Foods Holdings, Inc., as amended, and the Shareholders of M-Foods Holdings, Inc., the Company shall in no event be required to make any Gross-Up Payment to any employee of the Company or its Subsidiaries with respect to such transaction, to the extent that, when taken together with all Gross-Up Payments made to all employees in respect of such transaction, the Gross-Up Payments would exceed $6,300,000 in the aggregate and (ii) with respect to any transaction (or series of related transactions giving rise to such Excise Tax) other than the last day one described in clause (i), the Company shall in no event be required to make any Gross-Up Payment to any employee of the Executive’s taxable year next following Company or its Subsidiaries with respect to any such transaction, to the taxable year extent that, when taken together with all Gross-Up Payments made to all other employees in which respect of such transaction, the expense was incurred.Gross-up Payments would exceed $16,300,000 in the aggregate;

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) (a “Payment”) Payment would be subject to any additional tax or excise tax imposed by sections 409A, 457A or 4999 of the Code Excise Tax (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”defined below), then the Executive shall be entitled to promptly receive from the Company an additional payment (a the “Gross-Up Payment”) in an amount such that that, after payment by the Executive of all taxes (including and any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross The Company’s obligation to make Gross-Up Payments under this Section 8 shall not be conditioned upon the Executive’s termination of employment. (b) Subject to the provisions of Section 8(c), all determinations required to be made under this Section 8, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Ernst & Young, LLP or such other nationally recognized accounting firm as may be agreed by the Company at least 10 days prior and the Executive (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the date that Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 8(c) and the Executive thereafter is required to remit to make a payment of any Excise Tax, the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including Accounting Firm shall determine the amount of additional taxes imposed upon the Executive due Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date benefit of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “"Payment”) "), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code of 1986, as amended (and any successor provisions or sections to sections 409A, 457A and 4999the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive Employee shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitationany Excise Tax, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Subject to the provisions of Section 8(c), all determinations required to be made under this Section 8, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the accounting firm preparing the Company's tax return or, if such firm is not reasonably available, such other firm of similar national recognition mutually acceptable to the Company and the Employee (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days of the Date of Termination, if applicable, or such earlier time as is requested by the Company. The initial Gross-Up Payment, if any, as determined pursuant to this Section 8(b), shall be paid to the Employee within 5 days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable to the Employee, it shall furnish the Employee with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at least 10 the time of the initial determination by the Accounting Firm hereunder, it is possible that the Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 8(c) and the Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with any penalties and interest) shall be promptly paid by the Company to or for the benefit of the Employee. The Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Employee knows of such claim and shall apprise the Company of the nature of such claims and the date on which such claim is requested to be paid. The Employee shall not pay such claim prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment expiration of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months thirty-day period following the date of on which the Executive’s Separation From Service shall be accumulated and paid Employee gives such notice to the Executive Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is six months following due). If the date Company notifies the Employee in writing prior to the expiration of his Separation From Service. All reimbursements such period that it desires to contest such claim, the Employee shall: give the Company any information reasonably requested by the Company under relating to such claim; take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; cooperate with the Company in good faith in order effectively to contest such claim; permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including attorney fees and any additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 6(a) be paid no later than 8(c), the earlier Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect to such claim and may, at its sole option, either direct the Employee to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of (i) initial jurisdiction and in one or more appellate courts, as the time periods described above Company shall determine; provided, however, that if the Company directs the Employee to pay such claim and (ii) xxx for a refund, the last day Company shall advance the amount of such payment to the Employee, on an interest-free basis and shall indemnify and hold the Employee harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the Executive’s taxable year next following statute of limitations relating to payment of taxes for the taxable year in of the Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the expense was incurredCompany's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service, or any other authority.

Certain Additional Payments by the Company. (a) Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, if it shall be determined in the event that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “Payment”) ), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code (and any successor provisions or sections to sections 409Aof 1986, 457A and 4999) as amended, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company shall pay to Executive an additional payment (a “Gross-Up up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the on any Gross-Up up Payment, the Executive retains an amount of the Gross-Up up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up The Company and Executive shall make an initial determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment. Executive shall be made notify the Company immediately in writing of any claim by the Internal Revenue Service which, if successful, would require the Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Company and Executive) within ten days of the receipt of such claim. The Company shall notify Executive in writing at least 10 five days prior to the due date that of any response required with respect to such claim if it plans to contest the claim. If the Company decides to contest such claim, Executive is required to remit to shall cooperate fully with the relevant taxing authority Company in such action; provided, however, the Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold Executive harmless, on an after-tax basis, for any federal, state and local taxes imposed upon the ExecutiveExcise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of the Company’s action. If, as a result of the Company’s action with respect to a claim, Executive receives a refund of any amount of additional taxes imposed upon paid by the Company with respect to such claim, Executive due shall promptly pay such refund to the Company’s payment . If the Company fails to timely notify Executive whether it will contest such claim or the Company determines not to contest such claim, then the Company shall immediately pay to Executive the portion of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contraryclaim, any amounts to if any, which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and it has not previously paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. (a) i. Anything in this Agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 6) (a “"Payment”") would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect theretohereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the PaymentsPayment. Any Gross Subject to the provisions of Paragraph 12(c), all determinations required to be made under this Paragraph 12(c), including whether and when Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent public accounting firm selected by Executive and reasonably acceptable to the Company at least 10 days prior (the "Accounting Firm"); provided, however, that the Accounting Firm shall not determine that no Excise Tax is payable by the Executive unless it delivers to the date Executive a written opinion (the Accounting Opinion) that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. In the event that the Accounting Firm has served, at any time during the two years immediately preceding a Change in Control Date, as accountant or auditor for the individual, entity or group that is involve in effecting or has any material interest in the Change in Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations and perform the other functions specified in this Paragraph 12(c). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company, the Accounting Firm shall make all determinations required under this Paragraph 12(c), shall provide to the Company and the Executive a written report setting forth such determinations, together with detailed supporting calculations, and, if the Accounting Firm determines that no Excise Tax is payable, shall deliver the Accounting Opinion to the Executive. Any Gross-Up Payment, as determined pursuant to this Paragraph 12(c), shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. Subject to the remainder of this Paragraph 12(c), any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (Underpayment), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Paragraph 12(c) that the Executive is required to remit to make a payment of any Excise Tax, the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including Accounting Firm shall determine the amount of additional taxes imposed upon the Executive due Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date benefit of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated its Affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) 8) (a “Payment”) would be subject to any additional tax or excise tax imposed by sections Sections 409A, 457A or 4999 of the Code (and any successor provisions or sections to sections Sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up Payment shall be made by the Company at least 10 ten (10) days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a8(a) during the first six (6) months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six (6) months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a8(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurredincurred by the Executive.

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything to the ------------------------------------------ contrary in this Agreement to Agreement, in the contrary notwithstanding, if it shall be determined event that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “"Payment”) "), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company shall pay to Executive an additional payment (a “"Gross-Up up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the on any Gross-Up up Payment, the Executive retains an amount of the Gross-Up up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up The Company and Executive shall make an initial determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment. Executive shall be made notify the Company immediately in writing of any claim by the Internal Revenue Service which, if successful, would require the Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Company and Executive) within ten days of the receipt of such claim. The Company shall notify Executive in writing at least 10 ten days prior to the due date that of any response required with respect to such claim if it plans to contest the claim. If the Company decides to contest such claim, Executive is required to remit to shall cooperate fully with the relevant taxing authority Company in such action; provided, however, the Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold Executive harmless, on an after-tax basis, for any federal, state and local taxes imposed upon the ExecutiveExcise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of the Company's action. If, as a result of the Company's action with respect to a claim, Executive receives a refund of any amount of additional taxes imposed upon paid by the Company with respect to such claim, Executive due shall promptly pay such refund to the Company’s payment . If the Company fails to timely notify Executive whether it will contest such claim or the Company determines not to contest such claim, then the Company shall immediately pay to Executive the portion of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contraryclaim, any amounts to if any, which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and it has not previously paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event that, during the 18-month period after the Effective Date (the “Initial Period”), there occurs a transaction that constitutes a “change in ownership or control” of the Company under Treasury Regulation Section 1.280G, and it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies its affiliates to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 67) (a “Payment”) would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code of 1986, as amended (and any successor provisions or sections to sections 409A, 457A and 4999the “Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Subject to the provisions of Section 7(d), all determinations required to be made under this Section 7, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination and any determinations required to be made pursuant to Section 7(b) below, shall be made by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on Ernst & Young LLC or such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid other nationally recognized certified public accounting firm reasonably acceptable to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements as may be designated by the Company under this Section 6(a) be paid no later than (the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred“Accounting Firm”).

Certain Additional Payments by the Company. (ai) Anything in this Agreement to the contrary notwithstanding, if it shall be is determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, agreement program or contract arrangement, including without limitation any stock option, stock appreciation right or otherwisesimilar right, but determined without regard to or the lapse or termination of any additional payments required under this Section 6) restriction on or the vesting or exercisability of any of the foregoing (a “"Payment”) "), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and or any successor provisions provision thereto) by reason of being "contingent on a change in ownership or sections control" of the Company, within the meaning of Section 280G of the Code (or any successor provision thereto) or to sections 409Aany similar tax imposed by state or local law, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, are hereinafter hereafter collectively referred to as the “"Excise Tax”"), then the Executive shall will be entitled to promptly receive from the Company an additional payment or payments (a “"Gross-Up Payment”") in an amount such that that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitationany Excise Tax, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross All determinations required to be made under this Section, including whether an Excise Tax is payable by the Executive and the amount of such Excise Tax and whether a Gross-Up Payment shall is required and the amount of such Gross-Up Payment, will be made by a nationally recognized firm of certified public accountants (the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a"Accounting Firm") during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements selected by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurredits sole discretion.

Certain Additional Payments by the Company. (a) Anything in this Agreement (other than in Section 10) to the contrary notwithstandingnotwithstanding and except as set forth below, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 67) (a “"Payment”") would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter tereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Notwithstanding the foregoing provisions of this Section 7(a), no Gross-Up Payment shall be made to the Executive if the Executive terminates employment within one year of a Change in Control, unless (i) such termination is by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federalwithout Cause, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day basis for such termination is the occurrence of one or more of the circumstances set forth in each of Section 3(c)(ii), (iii), (iv), (vi) or (vii), or (iii) the Executive’s taxable year next following 's title with the taxable year Company during such period is not Executive Vice President (or such other title as shall be mutually agreed upon) or the Executive is assigned duties inconsistent with the duties normally assigned to an executive with such title in which a financial organization of comparable size (it being understood that no duties need be assigned to the expense was incurredExecutive).

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “Payment”) "PAYMENT"), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”"EXCISE TAX"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross"GROSS-Up Payment”UP PAYMENT") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Subject to the provisions of this Section 7(g), all determinations required to be made hereunder, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the accounting firm which at the time audits the financial statements of the Company (the "ACCOUNTING FIRM") at least 10 the sole expense of the Company, which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the date of termination of the Executive's employment under this Agreement, if applicable, or such earlier time as is requested by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, the Accounting Firm shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments, which will not have been made by the Company should have been made (an "UNDERPAYMENT"), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant hereto and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment expiration of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months thirty (30)-day period following the date of the Executive’s Separation From Service shall be accumulated and paid on which it gives such notice to the Executive Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is six months following the date of his Separation From Servicedue). All reimbursements by If the Company under this Section 6(a) be paid no later than notifies the earlier Executive in writing prior to the expiration of (i) such period that it desires to contest such claim, the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.Executive shall:

Certain Additional Payments by the Company. (a) a. Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 69) (a “Payment”) would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments; provided, however, that, (i) with respect to the transaction contemplated by that certain Agreement and Plan of Merger dated October 10, 2003 by and among THL Food Products Co., M-Foods Holdings, Inc., as amended, and the Shareholders of M-Foods Holdings, Inc., the Company shall in no event be required to make any Gross-Up Payment to any employee of the Company or its Subsidiaries with respect to such transaction, to the extent that, when taken together with all Gross-Up Payments made to all employees in respect of such transaction, the Gross-Up Payments would exceed $6,300,000 in the aggregate and (ii) with respect to any transaction (or series of related transactions giving rise to such Excise Tax) other than the one described in clause (i), the Company shall in no event be required to make any Gross-Up Payment to any employee of the Company or its Subsidiaries with respect to any such transaction, to the extent that, when taken together with all Gross-Up Payments made to all other employees in respect of such transaction, the Gross-up Payments would exceed $16,300,000 in the aggregate; provided further that in the event the aggregate amount of Gross-Up Payments required to be made by the Company in connection with any transaction, together with any Gross-Up Payments made in respect of all previous transactions occurring on or after the date hereof, exceeds the applicable limitation set forth in the preceding sentence, the Executive shall be entitled to receive the lesser of (i) the actual amount of Gross-Up Payment payable to the Executive as calculated above or (ii) a pro rata portion of the aggregate Gross-Up Payments paid by the Company to all employees (such pro rata portion to be determined based upon the ratio of (A) the full Gross-Up Payment the Executive would be otherwise entitled to receive hereunder but for such limitation, to (B) the full aggregate Gross-Up Payments to be paid to all employees but for such limitation). Any Gross For purposes of this Agreement, the term “Reduced Amount” shall mean the greatest amount that could be paid to the Executive such that the receipt of Payments would not give rise to any Excise Tax. Notwithstanding the foregoing provisions of this Section 9(a), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Payments do not exceed 120% of the Reduced Amount, then no Gross-Up Payment shall be made by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on and the date that is six months following Payments, in the date of his Separation From Service. All reimbursements by aggregate, shall be reduced to the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurredReduced Amount.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 6) 9 (a “"Payment”")) would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up Payment”") in an amount such that after payment (whether through withholding at the source or otherwise) by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) ), employment taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Subject to the provisions of this Section 9, all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the CIC, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at least 10 the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to the following provisions of this Section 9 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment expiration of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months 30-day period following the date of the Executive’s Separation From Service shall be accumulated and paid on which it gives such notice to the Executive Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is six months following the date of his Separation From Servicedue). All reimbursements by If the Company under this Section 6(a) be paid no later than notifies the earlier Executive in writing prior to the expiration of (i) such period that it desires to contest such claim, the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.Executive shall:

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “"Payment”) "), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code of 1986, as amended (and any successor provisions or sections to sections 409A, 457A and 4999the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Subject to the provisions of this Section 3.3, all determinations required to be made hereunder, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by Ernst & Young or such other accounting firm selected by the Executive (the "Accounting Firm") at the sole expense of the Company, which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the date of termination of the Executive's employment under this Agreement, if applicable, or such earlier time as is requested by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, the Accounting Firm shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at least 10 the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments, which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant hereto and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment expiration of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months 30-day period following the date of the Executive’s Separation From Service shall be accumulated and paid on which it gives such notice to the Executive Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is six months following due). If the date Company notifies the Executive in writing prior to the expiration of his Separation From Service. All reimbursements such period that it desires to contest such claim, the Executive shall: (a) give the Company any information reasonably requested by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.relating to such claim,

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event that it shall be determined (as hereafter provided) that any payment or distribution by the Parent, the Company or any of their affiliated companies its affiliates to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, agreement program or contract arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or otherwisesimilar right, but determined without regard to or the lapse or termination of any additional payments required under this Section 6) restriction on or the vesting or exercisability of any of the foregoing (a “Payment”) ), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and or any successor provisions provision thereto) by reason of being considered “contingent on a change in ownership or sections control” of the Company, within the meaning of Section 280G of the Code (or any successor provision thereto) or to sections 409Aany similar tax imposed by state or local law, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, are hereinafter being hereafter collectively referred to as the “Excise Tax”), then the Executive shall will be entitled to promptly receive from the Company an additional payment or payments (collectively, a “Gross-Up Payment”) ). The Gross-Up Payment will be in an amount such that that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon on the PaymentsPayment. Any Gross Subsections 10(b) through 10(g) of the CIC Agreement relating to the details regarding the Gross-Up Payment and the procedures to be followed in connection with determining amounts payable in connection with the Gross-Up Payment shall be applied to any Gross-Up Payment made by under this Agreement and are deemed to be incorporated herein. Notwithstanding the Company at least 10 days prior foregoing provisions of this Sxxxxxx 0, Xxxxx-Xx Payments will be made only in a manner and to the date extent (and at the earliest date(s)) such that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment Section 409A of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise Code will not be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurredviolated.

Certain Additional Payments by the Company. (a) Anything Section 6 of the Restricted Share Agreement shall continue to apply and shall be incorporated herein by reference, and any defined term used in this Section 6 and not otherwise defined in this Agreement shall have the meaning given to it in the contrary notwithstanding, if it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Restricted Share Agreement, any other plan, agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) (a “Payment”) would be subject to any additional tax or excise tax imposed by sections 409A, 457A or 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the . Any Gross-Up Payment equal to shall be paid by the Excise Tax imposed upon Company within 30 days of the Payments. Any Gross receipt of the Accounting Firm’s determination; provided, however, that in all events any Gross-Up Payment shall be made by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day end of the Executive’s taxable year next following the Executive’s taxable year in which the expense was incurredExcise Tax (or any income or other related taxes or interest or penalties thereon) on a Payment is remitted to the Internal Revenue Service or any other applicable taxing authority. The Company, in its sole discretion, may withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such withholding. In addition, notwithstanding Section 6 of the Restricted Share Agreement, if any Excise Tax under Section 4999 of the Code is payable in connection with the stock options subject to the Stock Option Agreements and the payments and benefits provided under Section 4 or set forth on Annex A, the Executive shall be entitled to a Gross-Up Payment thereon in accordance with Section 6 of the Restricted Share Agreement (as supplemented by this Section 6). The Executive shall be provided with a copy of the Accounting Firm’s Gross-Up Payment calculation, if applicable.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 6section) (a “"Payment”") would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-"Gross Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Gross Up Payment, the Executive retains an amount of the Gross-Gross Up Payment equal to the Excise Tax imposed upon the Payments. Any Executive acknowledges that the Gross Up Payment can be withheld from Executive by the Company and, instead, paid to the Internal Revenue Service on behalf of Executive. All determinations required to be made under this Section 7(i) with respect to the Excise Tax imposed by Section 4999 of the Code, including whether and when the Gross Up Payment is required and the amount of such Gross Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm selected by the Company. All fees and expenses of the accounting firm shall be borne solely by the Company. Any determination by the accounting firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at least 10 days prior the time of the initial determination by the accounting firm hereunder, it is possible that Gross Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the date event that it is ultimately determined in accordance with the procedures set forth in this Section 7(i) that Executive is required to remit to make a payment of any Code Section 4999 Excise Tax, the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including accounting firm shall determine the amount of additional taxes imposed upon the Underpayment that has occurred and any such Underpayment shall be paid by the Company to or for the benefit of Executive due within five (5) days of the receipt of the accounting firm's determination of the amount of the Underpayment. Executive shall notify the Company in writing of any claims by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross Up Payment. Such notification shall be given as soon as practicable but no later than thirty (30) days after Executive actually receives notice in writing of such claim. Executive shall not pay such claim prior to the Company’s expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: Give the Company any information reasonably requested relating to such claim; Take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time; Cooperate with the Company in good faith in order effectively to contest such claim; and If the Company elects not to assume and control the defense of such claim, permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this section, the Company shall have the right, at its sole option, to assume the defense of and control all proceedings in connection with such contest, in which case it may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial taxes on such amountsjurisdiction and in one or more appellate courts, as the Company shall determine. Notwithstanding any provision of anything in this Agreement section to the contrary, any unless an earlier payment date is specified above, the Company shall, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v), pay Executive (or pay on Executive's behalf) all amounts to which the Executive would otherwise be is entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid section no later than the earlier of (i) the time periods described above and (ii) the last day end of the Executive’s taxable second calendar year next following the taxable calendar year in which the expense was incurredExcise Tax or Tax is remitted to the Internal Revenue Service (or in the case of costs and expenses payable where it is determined that no Excise Tax or Tax is owed by Executive, no later than the end of the second calendar year following the calendar year in which there is a final and non-appealable settlement or other resolution of the contest).

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 69) (a “"Payment”") would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross (b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Axxxxx Axxxxxxx LLP or such other certified public accounting firm as may be designated by the Executive (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company at least 10 and the Executive within 15 business days prior of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the date Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to remit to make a payment of any Excise Tax, the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including Accounting Firm shall determine the amount of additional taxes imposed upon the Executive due Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date benefit of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. (a) Anything in this Agreement to From the contrary notwithstanding, if it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms Effective Date of this Agreement, up through and including the third anniversary of the Effective Date, if any other plan, agreement payment or contract or otherwisebenefit received by the Executive pursuant to this Agreement, but determined without regard to any additional payments required under this Section 6) (a “Payment”) Agreement, would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code of 1986, as amended (and any successor provisions or sections to sections 409Athe "Code"), 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred the Company will pay to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment amount in cash (a “Gross-Up Payment”the "Additional Amount") in an equal to the amount such that after payment necessary to cause the aggregate payments and benefits received by the Executive Executive, including such Additional Amount (net of all federal, state, and local income and payroll taxes (and all taxes payable as a result of the application of Sections 280G and 4999 of the Code and including any interest or and penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment to be equal to the Excise Tax imposed upon the Payments. Any Gross Up Payment shall be made by the Company at least 10 days prior to the date that aggregate payments and benefits the Executive is required to remit to the relevant taxing authority any would have received, excluding such Additional Amount (net of all federal, state and local taxes imposed upon income and payroll taxes) as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. Following the termination of the Executive's employment, including the Executive may submit to the Company a written opinion (the "Opinion") of a nationally recognized accounting firm, employment consulting firm, or law firm selected by the Executive setting forth a statement and a calculation of the Additional Amount. The determination of such firm concerning the extent of the Additional Amount (which determination need not be free from doubt), shall be final and binding on both the Executive and the Company. The Company will pay to the Executive the Additional Amount not later than ten (10) business days after such firm has rendered the Opinion. The Company agrees to pay the reasonable fees and expenses of such firm in preparing and rendering the Opinion. If, following the payment to the Executive of the Additional Amount, the Executive's liability for the excise tax imposed by Section 4999 of the Code on the payments and benefits received by the Executive is finally determined (at such time as the Internal Revenue Service is unable to make any further adjustment to the amount of additional taxes imposed upon such liability) to be less than the amount thereof set forth in the Opinion, the Executive due shall promptly file for a refund with respect thereof, and the Executive shall promptly pay to the Company’s payment Company the amount of the initial such refund when received (together with any interest paid or credited thereon after taxes on such amountsapplicable thereto). Notwithstanding any provision of this Agreement to the contraryIf, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid payment to the Executive of the Additional Amount, the Executive's liability for the excise tax imposed by Section 4999 of the Code on the date that is six months following the date of his Separation From Service. All reimbursements payments and benefits received by the Company under this Section 6(aExecutive is finally determined (at such time as the Internal Revenue Service is unable to make any further adjustment to the amount of such liability) to be paid no later more than the earlier amount thereof set forth in the Opinion and the Executive thereafter is required to make a further payment of (i) any such excise tax, the time periods described above and (ii) Company shall promptly pay to or for the last day benefit of the Executive’s taxable year next following the taxable year Executive an additional amount in which the expense was incurredrespect of such underpayment.

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 6Section) (a “Payment”the "Distribution") would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code (and of 1986, as amended, or any successor provisions similar tax payable under any federal, state, local or sections to sections 409Aother law, 457A and 4999) or any interest or penalties are incurred by the Executive Employee with respect to such excise tax or similar tax (such excise taxtax and all such other similar taxes, together with any such corresponding interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive Employee shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up "Additional Payment”") in equal to an amount such that after payment by the Executive Employee of all taxes (including any plus interest or and penalties imposed with respect to such taxes), including without limitation, the Excise Tax and any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon on the Gross-Up Employee from the payment by the Company of the Additional Payment, the Executive Employee retains an amount of the Gross-Up Additional Payment equal to the Excise Tax imposed upon the PaymentsDistribution. Any Gross Up All determinations required to be made under this Section 28, including whether and when an Additional Payment is required, the amount of such Additional Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized public accounting firm designated by the Employee (the "Accounting Firm"), which Accounting Firm, shall provide upon completion detailed supporting calculations both to the Company at least 10 and the Employee. All fees and expenses of the Accounting Firm in calculating the Additional Payment shall be borne solely by the Company. The Additional Payment, as determined pursuant to this Section 28, shall be paid by the Company to the Employee within five (5) days of the Company's receipt of the Accounting Firm's determination. The Employee shall notify the Company in writing of any claim by the Internal Revenue Service or other tax authority that, if successful, would require the payment by the Company of the Additional Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Employee is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Any failure by the Employee to give or delay in giving such notice shall effect the Company's obligations under this Section 28, only if and to the extent that such failure results in actual prejudice to the Company. The Employee shall not pay such claim prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment expiration of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(athirty (30) during the first six months day period following the date of the Executive’s Separation From Service shall be accumulated and paid on which it gives such notice to the Executive Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is six months following the date of his Separation From Servicedue). All reimbursements by If the Company under this Section 6(a) be paid no later than notifies the earlier Employee in writing prior to the expiration of (i) such period that it desires to contest such claim, the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.Employee shall:

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 6section) (a “"Payment”") would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-"Gross Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Gross Up Payment, the Executive retains an amount of the Gross-Gross Up Payment equal to the Excise Tax imposed upon the Payments. Any Executive acknowledges that the Gross Up Payment can be withheld from Executive by the Company and, instead, paid to the Internal Revenue Service on behalf of Executive. All determinations required to be made under this Section 7(i) with respect to the Excise Tax imposed by Section 4999 of the Code, including whether and when the Gross Up Payment is required and the amount of such Gross Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm selected by the Company. All fees and expenses of the accounting firm shall be borne solely by the Company. Any determination by the accounting firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at least 10 days prior the time of the initial determination by the accounting firm hereunder, it is possible that Gross Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the date event that it is ultimately determined in accordance with the procedures set forth in this Section 7(i) that Executive is required to remit to make a payment of any Code Section 4999 Excise Tax, the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including accounting firm shall determine the amount of additional taxes imposed upon the Underpayment that has occurred and any such Underpayment shall be paid by the Company to or for the benefit of Executive due within five days of the receipt of the accounting firm's determination of the amount of the Underpayment. Executive shall notify the Company in writing of any claims by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross Up Payment. Such notification shall be given as soon as practicable but no later than 30 days after Executive actually receives notice in writing of such claim. Executive shall not pay such claim prior to the Company’s expiration of the 30 day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: give the Company any information reasonably requested relating to such claim; take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time; cooperate with the Company in good faith in order effectively to contest such claim; and if the Company elects not to assume and control the defense of such claim, permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this section, the Company shall have the right, at its sole option, to assume the defense of and control all proceedings in connection with such contest, in which case it may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial taxes on such amountsjurisdiction and in one or more appellate courts, as the Company shall determine. Notwithstanding any provision of anything in this Agreement section to the contrary, any unless an earlier payment date is specified above, the Company shall, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v), pay Executive (or pay on Executive's behalf) all amounts to which the Executive would otherwise be is entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid section no later than the earlier of (i) the time periods described above and (ii) the last day end of the Executive’s taxable second calendar year next following the taxable calendar year in which the expense was incurredExcise Tax or Tax is remitted to the Internal Revenue Service (or in the case of costs and expenses payable where it is determined that no Excise Tax or Tax is owed by Executive, no later than the end of the second calendar year following the calendar year in which there is a final and non-appealable settlement or other resolution of the contest).

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event that it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “"Payment”) "), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code (and any successor provisions or sections to sections 409A, 457A and 4999) of 1986 or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “an "Excise Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Excise Gross-Up Payment and any ordinary income tax on the Excise Gross-Up Payment in order to put the Executive in the same net after-tax position as if the payment were not subject to any Excise Tax. Subject to the provisions of this Section 8(e), all determinations required to be made hereunder, including whether an Excise Gross-Up Payment is required and the amount of such Excise Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up Payment shall be made by PricewaterhouseCoopers LLP or such other accounting firm which at the time audits the financial statements of the Company (the "Accounting Firm") at least 10 days prior the sole expense of the Company, which shall provide detailed supporting calculations both to the date that Company and the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount within 15 business days of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day termination of the Executive’s taxable year next following 's employment under this Agreement, if applicable, or such earlier time as is requested by the taxable year in which the expense was incurredCompany.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether that is considered paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) in connection with a Change in Control (a “"Payment”) "), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code of 1986, as amended (and any successor provisions or sections to sections 409A, 457A and 4999the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter being collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes on the Gross-up Payment (including including, without limitation, any income taxes and Excise Tax imposed upon the Gross-Up Payment and any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the PaymentsPayments (as determined without regard to the Gross-Up Payment). Any Gross All determinations required to be made under this Section 4.2, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by a nationally recognized independent accounting firm selected by the Company at least 10 days prior (the "Accounting Firm") which shall provide detailed supporting calculations to the date that Company and the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months within 30 business days following the date of the Executive’s Separation From Service Qualifying Termination, if applicable, or such earlier time as the Company may request. All fees and expenses of the Accounting Firm shall be accumulated and borne by the Company. The Gross-Up Payment, if any, as determined pursuant to this Section 4.2, shall be paid to the Executive on the date that is six months within ten days following the date of his Separation From Service. All reimbursements receipt by the Company under this Section 6(a) be paid no later than of the earlier Accounting Firm's determination. The Accounting Firm shall either make the determination that a Payment is subject to the Excise Tax or it shall furnish the Executive with an opinion that failure to report the Excise Tax on the Executive's applicable Federal income tax return would not result in the imposition of a negligence or similar penalty, and, in the latter case (i) the time periods described above and (ii) subject to the last day sentence of this paragraph), no Gross-Up Payment shall be required. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the Executive’s taxable year next following uncertainty in the taxable year in application of Section 4999 of the Code, it is possible that Gross-Up Payments which will not have been made by the expense was incurred.Company should have been made (an "Underpayment") or that Gross-Up Payments which have been made by the Company should not have been made (an "Overpayment"), consistent with the calculations required to be made

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 69) (a “"Payment”) "), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross (b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the Company at least 10 days prior firm of independent public accountants selected by Group to audit its financial statements (the "Accounting Firm") which shall provide detailed supporting calculations both to the date Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Executive Accounting Firm is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.serving as accountant or auditor for the

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 6Section, except as provided in the last sentence of this paragraph (a)) (hereinafter referred to collectively as a “"Payment”) would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up Payment shall be made by the Company at least 10 days prior to the date that Regardless of whether the Executive is subject to an Excise Tax, in the event that the Company fails to make any payment at the time or in the form required to remit by Section 6, and as a result it is subsequently determined that Executive is subject to the relevant taxing authority any federal, state additional tax and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment interest provided in Section 409A(a)(1)(B) of the initial taxes on Code with respect to any portion of such amounts. Notwithstanding payment (such additional tax, together with any provision interest and penalties thereon, are hereinafter collectively referred to as the “Section 409A Penalty”) then Executive shall also be entitled to receive an additional payment (a “Section 409A Gross-Up”) calculated in the same manner as a Gross-Up Payment by substituting “Section 409A Penalty” for “Excise Tax” for all purposes of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section. The Section 6(a) during the first six months following the date of the Executive’s Separation From Service 409A Gross-Up shall be accumulated and paid to the Executive on the date that is six months following the date considered a Payment for purposes of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier calculation of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurredany Gross-Up Penalty.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated its Affiliated companies to or for the benefit of the Executive Employment Agreement Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) 8) (a “Payment”) would be subject to any additional tax or excise tax imposed by sections Sections 409A, 457A or 4999 of the Code (and or any successor provisions or sections to sections Sections 409A, 457A and or 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes)) including, including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up Payment shall be made by the Company at least 10 ten (10) days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a8(a) during the first six (6) months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six (6) months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a8(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurredincurred by the Executive.

Certain Additional Payments by the Company. (a) Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, if it shall be determined in the event that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “"Payment”) "), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code (and any successor provisions or sections to sections 409Aof 1986, 457A and 4999) as amended or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Company shall pay to the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up up Payment”") in an amount such that after payment by the Executive of all taxes upon such Gross-up Payment (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the on any Gross-Up up Payment, the Executive retains an amount of the Gross-Up up Payment equal to the Excise Tax imposed upon the Payments. Any Gross (The Gross-Up Payment is not intended to compensate the Executive for any income taxes payable with respect to the Payment.) All determinations required to be made under this Section 1.4(f), including whether a Gross-up Payment is required and the amount of such Gross-up Payment, shall be made by Arthxx Xxxexxxx XXX or any other nationally recognized accounting firm selected by the Company and Executive (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and the Executive as is reasonably requested by the Company or the Executive. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. The amount of the Gross-up Payment shall be paid (in estimate) contemporaneously with, as a part of and as a condition, to the Closing, with the actual amount finally to be determined, settled and paid by the Company to Executive or by Executive to the Company, as the case may be, upon at the time of filing of the applicable federal income tax return. The Executive shall notify the Company immediately in writing of any claim by the Internal Revenue Service which, if successful, would require the Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Accounting Firm) within five days of the receipt of such claim. The Company shall notify the Executive in writing at least 10 five days prior to the due date that of any response required with respect to such claim if it plans to contest the claim. If the Company decides to contest such claim, the Executive is required to remit to shall cooperate fully with the relevant taxing authority Company in such action; provided, however, the Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold the Executive harmless, on an after-tax basis, for any federal, state and local taxes imposed upon the ExecutiveExcise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of the amount Company's action. If, as a result of additional taxes imposed upon the Company's action with respect to a claim, the Executive due receives a refund of any amount paid by the Company with respect to such claim, the Executive shall promptly pay such refund to the Company’s payment of . If the initial taxes on Company fails to timely notify the Executive whether it will contest such amounts. Notwithstanding any provision of this Agreement claim or the Company determines not to contest such claim, then the Company shall immediately pay to the contraryExecutive the portion of such claim, any amounts to if any, which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and it has not previously paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. (a) Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, if it shall be determined in the event that any payment payment, distribution or distribution provision of a benefit by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or payable, distributed or distributable or provided or to be provided pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “"Payment”) "), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code (and any successor provisions or sections to sections 409Aof 1986, 457A and 4999) as amended, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company shall pay to Executive an additional payment (a “"Gross-Up up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the on any Gross-Up up Payment, the Executive retains an amount of the Gross-Up up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up The Company and Executive shall make an initial determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment. Executive shall be made notify the Company immediately in writing of any claim by the Internal Revenue Service which, if successful, would require the Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Company and Executive) within ten days of the receipt of such claim. The Company shall notify Executive in writing at least 10 five days prior to the due date that of any response required with respect to such claim if it plans to contest the claim. If the Company decides to contest such claim, Executive is required to remit to shall cooperate fully with the relevant taxing authority Company in such action; provided, however, the Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold Executive harmless, on an after-tax basis, for any federal, state and local taxes imposed upon the ExecutiveExcise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of the Company's action. If, as a result of the Company's action with respect to a claim, Executive receives a refund of any amount of additional taxes imposed upon paid by the Company with respect to such claim, Executive due shall promptly pay such refund to the Company’s payment . If the Company fails to timely notify Executive whether it will contest such claim or the Company determines not to contest such claim, then the Company shall immediately pay to Executive the portion of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contraryclaim, any amounts to if any, which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and it has not previously paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. (a) Anything in this Agreement (other than in Section 10) to the contrary notwithstandingnotwithstanding and except as set forth below, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 67) (a “"Payment”") would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together toge ther with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Notwithstanding the foregoing provisions of this Section 7(a), no Gross-Up Payment shall be made to the Executive if the Executive terminates employment within one year of a Change in Control, unless (i) such termination is by the Company at least 10 days prior to the date that the Executive is required to remit to the relevant taxing authority any federalwithout Cause, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day basis for such termination is the occurrence of one or more of the circumstances set forth in each of Section 3(c)(ii), (iii), (iv), (vi) or (vii), or (iii) the Executive’s taxable year next following 's title with the taxable year Company during such period is not Executive Vice President (or such other title as shall be mutually agreed upon) or the Executive is assigned duties inconsistent with the duties normally assigned to an executive with such title in which a financial organization of comparable size (it being understood that no duties need be assigned to the expense was incurredExecutive).

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event that it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “"Payment”) "), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and or any successor provisions or sections to sections 409A, 457A and 4999provision of the Code) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “an "Excise Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Excise Gross-Up Payment, the Executive retains an amount of the Excise Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Subject to the provisions of this Section 10, all determinations required to be made hereunder, including whether an Excise Gross-Up Payment is required and the amount of such Excise Gross-Up Payment, shall be made by KPMG LLP or such other accounting firm which at the time audits the financial statements of the Company (the "Accounting Firm") at least the sole expense of the Company, which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the date of termination of the Executive's employment under this Agreement, if applicable, or such earlier time as is requested by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, the Accounting Firm shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision of the Code) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Excise Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant hereto and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Excise Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 10 business days after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment expiration of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months 30-day period following the date of the Executive’s Separation From Service shall be accumulated and paid on which he gives such notice to the Executive Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is six months following the date of his Separation From Servicedue). All reimbursements by If the Company under this Section 6(a) be paid no later than notifies the earlier Executive in writing prior to the expiration of (i) such period that it desires to contest such claim, the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.Executive shall:

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 6) 9 (a “"Payment”")) would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up Payment”") in an amount such that after payment (whether through withholding at the source or otherwise) by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) ), employment taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Subject to the provisions of this Section 9, all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company at least 10 and the Executive within 15 business days prior of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the CIC, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the date Executive within five days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to the following provisions of this Section 9 and the Executive thereafter is required to remit to make a payment of any Excise Tax, the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including Accounting Firm shall determine the amount of additional taxes imposed upon the Executive due Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date benefit of the Executive’s Separation From . The Executive shall notify the Company in writing of any claim by the Internal Revenue Service shall be accumulated and paid to that, if successful, would require the Executive on the date that is six months following the date of his Separation From Service. All reimbursements payment by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.Gross-Up

Certain Additional Payments by the Company. (a) Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, if it shall be determined in the event that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “"Payment”") would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code (and any successor provisions or sections to sections 409Aof 1986, 457A and 4999) as amended, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company shall pay to Executive an additional payment (a “"Gross-Up up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the on any Gross-Up up Payment, the Executive retains an amount of the Gross-Up up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up The Company and Executive shall make an initial determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment. Executive shall be made notify the Company immediately in writing of any claim by the Internal Revenue Service which, if successful, would require the Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the -8- 9 Company and Executive) within five days of the receipt of such claim. The Company shall notify Executive in writing at least 10 five days prior to the due date that of any response required with respect to such claim if it plans to contest the claim. If the Company decides to contest such claim, Executive is required to remit to shall cooperate fully with the relevant taxing authority Company in such action; provided, however, the Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold Executive harmless, on an after-tax basis, for any federal, state and local taxes imposed upon the ExecutiveExcise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of the Company's action. If, as a result of the Company's action with respect to a claim, Executive receives a refund of any amount of additional taxes imposed upon paid by the Company with respect to such claim, Executive due shall promptly pay such refund to the Company’s payment . If the Company fails to timely notify Executive whether it will contest such claim or the Company determines not to contest such claim, then the Company shall immediately pay to Executive the portion of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contraryclaim, any amounts to if any, which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and it has not previously paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if it shall be determined in the event that any payment or distribution benefits of any type by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 6exceeds the product of 2.99 and Executive’s “Base Amount” by an amount greater than ten (10) (a “Payment”) would be subject to any additional tax or excise tax imposed by sections 409A, 457A or 4999 percent of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”)product, then the cap on payment imposed under Section 8 shall not apply and Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Gross Up Payment”) in an amount such that after payment by the Executive of all the Excise taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, and any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Gross Up Payment, the Executive retains an amount of the Gross-Gross Up Payment equal to the Excise Tax imposed upon the Paymentspayments. All determinations required to be made under this Section 9, including whether and when a Gross Up Payment is required and the amount of such Gross Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by such certified public accounting firm in the business of performing such calculations as may be designated by the Company (the “Consulting Firm”), which shall provide detailed supporting calculations both to the Company and Executive. All fees and expenses of the Consulting Firm shall be borne solely by the Company. Any Gross Up Payment Payment, as determined pursuant to this Section 9, due upon Executive’s termination of employment shall be paid by the Company to Executive as soon as administratively practicable but in no event later than the end of Executive’s taxable year following the year in which Executive remits the Excise Tax to the Internal Revenue Service. Any determination by the Consulting Firm shall be binding upon the Company and Executive. As a result of the uncertainty of the application of Section 4999 of the Code at the time of the initial determination by the Consulting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company at least 10 days prior should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to the date that the following paragraph and Executive is required to remit to make a payment of any Excise Tax, the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including Consulting Firm shall determine the amount of additional taxes imposed upon the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive due as soon as administratively practicable but in no event later than the end of Executive’s taxable year following the year in which Executive remits the appropriate Excise Tax to the Company’s Internal Revenue Service. Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the initial taxes Gross Up Payment. Such notification shall be given as soon as practicable but no later than twenty (20) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such amountsclaim is requested to be paid. Notwithstanding any provision of this Agreement Executive shall not pay such claim prior to the contrary, any amounts to which expiration of the Executive would otherwise be entitled under this Section 6(a) during the first six months thirty day period following the date of the Executive’s Separation From Service shall be accumulated and paid on which it gives such notice to the Executive Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is six months following the date of his Separation From Servicedue). All reimbursements by If the Company under this Section 6(a) be paid no later than notifies Executive in writing prior to the earlier expiration of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.such period that it desires to contest such claim, Executive shall:

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (upon a Change of Control, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “Payment”) ), would be subject to any additional tax or the excise tax EXECUTIVE EMPLOYMENT AGREEMENT PAGE 14 imposed by sections 409A, 457A or Section 4999 of the United States Internal Revenue Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Subject to the provisions of this Section, all determinations required to be made hereunder, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the Company Accounting Firm (at least 10 days prior the sole expense of the Company), which shall provide detailed supporting calculations both to the date that Company and the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment within 15 business days of the initial taxes on such amounts. Notwithstanding any provision date of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date termination of the Executive’s Separation From Service employment under this Agreement, if applicable, or such earlier time as is requested by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, the Accounting Firm shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be accumulated binding upon the Company and paid the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, it is possible that Gross-Up Payments may be miscalculated and may not cover the full amount of Excise Taxes due (an “Underpayment”) consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant hereto and the Executive on thereafter is required to make a payment of any Excise Tax, the date Accounting Firm shall determine the amount of the Underpayment that is six months following the date of his Separation From Service. All reimbursements has occurred and any such Underpayment shall be promptly paid by the Company under this Section 6(a) be paid no later than to or for the earlier of (i) the time periods described above and (ii) the last day benefit of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. (a) Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, if it shall be determined in the event that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “"Payment”) "), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code (and any successor provisions or sections to sections 409Aof 1986, 457A and 4999) as amended, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Company shall pay to the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up up Payment”") in an amount such that after payment by the Executive of all taxes upon such Gross-up Payment (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the on any Gross-Up up Payment, the Executive retains an amount of the Gross-Up up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up (The Gross-up Payment is not intended to compensate the Executive for any income taxes payable with respect to the Payment.) All determinations required to be made under this subsection 4(f), including whether a Gross-up Payment is required and the amount of such Gross-up Payment, shall be made by Arthxx Xxxexxxx XXX or any other nationally recognized accounting firm selected by the Company and Executive (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and the Executive as is reasonably requested by the Company or the Executive. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. The amount of the Gross-up Payment shall be paid (in estimate) either contemporaneously with, as a part of and as a condition, to the Closing, with the actual amount finally to be determined, settled and paid by the Company to Executive or by Executive to the Company, as the case may be, at the time of filing of the applicable federal income tax return, or as otherwise provided in this Agreement. The Executive shall notify the Company immediately in writing of any claim by the Internal Revenue Service which, if successful, would require the Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Accounting Firm) within five (5) days of the receipt of such claim. The Company shall notify the Executive in writing at least 10 five days prior to the due date that of any response required with respect to such claim if it plans to contest the claim. If the Company decides to contest such claim, the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by cooperate fully with the Company under this Section 6(ain such action; provided, however, the Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.incurred in

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, if in the event it shall be determined that any payment or distribution by the Parent, Parent or the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 69) (a “"Payment”") would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross (b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP or such other certified public accounting firm reasonably acceptable to the Company at least 10 days prior as may be designated by Executive (the "Accounting Firm") which shall provide detailed supporting calculations both to the date Company and Executive within 15 business days of the receipt of notice from Executive that the Executive there has been a Payment, or such earlier time as is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to requested by the Company’s payment . All fees and expenses of the initial taxes on such amountsAccounting Firm shall be borne solely by the Company. Notwithstanding any provision of this Agreement Any Gross-Up Payment, as determined pursuant to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service 9, shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no to Executive within the later than the earlier of (i) the time periods described above and due date for the payment of the Excise tax or (ii) the last day five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and Executive’s taxable year next . As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification shall be given as soon as practicable but no later than ten business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest (to the extent applicable to the Excise Tax and the Gross-Up Payment) and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 9(c), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 9(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 9(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in which writing of its intent to contest such denial of refund prior to the expense was incurredexpiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 6section) (a “Payment”) would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “Gross-Gross Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Gross Up Payment, the Executive retains an amount of the Gross-Gross Up Payment equal to the Excise Tax imposed upon the Payments. Any Executive acknowledges that the Gross Up Payment can be withheld from Executive by the Company and, instead, paid to the Internal Revenue Service on behalf of Executive. All determinations required to be made under this Section 7(i) with respect to the Excise Tax imposed by Section 4999 of the Code, including whether and when the Gross Up Payment is required and the amount of such Gross Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm selected by the Company. All fees and expenses of the accounting firm shall be borne solely by the Company. Any determination by the accounting firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at least 10 days prior the time of the initial determination by the accounting firm hereunder, it is possible that Gross Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the date event that it is ultimately determined in accordance with the procedures set forth in this Section 7(i) that Executive is required to remit to make a payment of any Code Section 4999 Excise Tax, the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including accounting firm shall determine the amount of additional taxes imposed upon the Underpayment that has occurred and any such Underpayment shall be paid by the Company to or for the benefit of Executive due within five days of the receipt of the accounting firm’s determination of the amount of the Underpayment. Executive shall notify the Company in writing of any claims by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross Up Payment. Such notification shall be given as soon as practicable but no later than 30 days after Executive actually receives notice in writing of such claim. Executive shall not pay such claim prior to the Company’s payment expiration of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months 30-day period following the date of the Executive’s Separation From Service shall be accumulated and paid on which she gives such notice to the Executive Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is six months following the date of his Separation From Servicedue). All reimbursements by If the Company under this Section 6(a) be paid no later than notifies Executive in writing prior to the earlier expiration of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.such period that it desires to contest such claim, Executive shall:

Certain Additional Payments by the Company. (a) Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, if it shall be determined in the event that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) otherwise (a “"Payment”) "), would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Internal Revenue Code (and any successor provisions or sections to sections 409Aof 1986, 457A and 4999) as amended, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Company shall pay to the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up up Payment”") in an amount such that after payment by the Executive of all taxes upon such Gross-up Payment (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the on any Gross-Up up Payment, the Executive retains an amount of the Gross-Up up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up (The Gross-up Payment is not intended to compensate the Executive for any income taxes payable with respect to the Payment.) All determinations required to be made under this subsection 4(f), including whether a Gross-up Payment is required and the amount of such Gross-up Payment, shall be made by Arthxx Xxxexxxx XXX or any other nationally recognized accounting firm selected by the Company and Executive (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and the Executive as is reasonably requested by the Company or the Executive. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. The amount of the Gross-up Payment shall be paid (in estimate) either contemporaneously with, as a part of and as a condition, to the Closing, with the actual amount finally to be determined, settled and paid by the Company to Executive or by Executive to the Company, as the case may be, at the time of filing of the applicable federal income tax return, or as otherwise provided in this Agreement. The Executive shall notify the Company immediately in writing of any claim by the Internal Revenue Service which, if successful, would require the Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Accounting Firm) within five (5) days of the receipt of such claim. The Company shall notify the Executive in writing at least 10 five days prior to the due date that of any response required with respect to such claim if it plans to contest the claim. If the Company decides to contest such claim, the Executive is required to remit to shall cooperate fully with the relevant taxing authority Company in such action; provided, however, the Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold the Executive harmless, on an after-tax basis, for any federal, state and local taxes imposed upon the ExecutiveExcise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of the amount Company's action. If, as a result of additional taxes imposed upon the Company's action with respect to a claim, the Executive due receives a refund of any amount paid by the Company with respect to such claim, the Executive shall promptly pay such refund to the Company’s payment of . If the initial taxes on Company fails to timely notify the Executive whether it will contest such amounts. Notwithstanding any provision of this Agreement claim or the Company determines not to contest such claim, then the Company shall immediately pay to the contraryExecutive the portion of such claim, any amounts to if any, which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and it has not previously paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, if in the event it shall be determined that any payment or distribution by the Parent, the Company or any of their affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement or contract Agreement or otherwise, but determined without regard to any additional payments required under this Section 69) (a “"Payment”") would be subject to any additional tax or the excise tax imposed by sections 409A, 457A or Section 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to promptly receive from the Company an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross (b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company at least 10 days certified public accounting firm which serves as the Company's auditor immediately prior to the date Change of Control (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company or the Executive. In the event that such Accounting Firm declines to act, the Company shall appoint another nationally recognized accounting firm (which is acceptable to the Executive) to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to remit to make a payment of any Excise Tax, the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including Accounting Firm shall determine the amount of additional taxes imposed upon the Executive due Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date benefit of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 6(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred.

Certain Additional Payments by the Company. Notwithstanding the foregoing, if all or any portion of the Termination Payments either alone or together with all other payments and benefits which Executive receives or is then entitled to receive (a) Anything in pursuant to this Agreement to the contrary notwithstanding, if it shall be determined that any payment or distribution by the Parent, otherwise) from the Company or any of their affiliated companies to or for Subsidiary (all such payments and benefits, including the benefit of Termination Payments, the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement"Termination Benefits"), any other plan, agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 6) (would constitute a “Parachute Payment”) would be subject to any additional tax or excise tax imposed by sections 409A, 457A or 4999 of the Code (and any successor provisions or sections to sections 409A, 457A and 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Payments to Executive under Section5 (a) shall be entitled to promptly receive from the Company an additional payment increased (such increase, a “"Gross-Up Payment”) in an amount such that "), but only to the extent necessary to ensure that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the PaymentsTermination Benefits. Any Gross Up Payment The foregoing calculations shall be made, at the Company's expense, by the Company and Executive. If no agreement on the calculations is reached within thirty (30) business days after the date of Termination, then the accounting firm which regularly audits the financial statements of the Company (the "Auditors") shall review the calculations. The determination of such firm shall be conclusive and binding on all parties and the expense for such accountants shall be paid by the Company. Pending such determination, the Company shall continue to make all other required payments to Executive at the time and in the manner provided herein and shall pay the largest portion of such payments and benefits that, in the Company's reasonable judgment, may be paid without triggering the Excise Tax. As a result of the uncertainty in the application of Section 4999 of the Code, it is possible that Termination Payments or Gross-Up Payments will have been made by the Company at least 10 days prior to which should not have been made (an "Overpayment") or that additional Gross-Up Payments which will not have been made by the date that Company should have been made (an "Underpayment"). If it is determined by the Executive is required to remit to the relevant taxing authority any federal, state Company and local taxes imposed upon the Executive, including or, if no agreement is reached by the amount of additional taxes imposed upon Company and Executive, the Auditors, than an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to Executive due which Executive shall repay to the Company’s payment , together with interest at the applicable federal rate provided for in section 7872(f)(2) of the initial taxes on such amountsCode. Notwithstanding any provision of this Agreement to In the contraryevent that the Company and Executive, any amounts to which the Executive would otherwise be entitled under this Section 6(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that or, if no agreement is six months following the date of his Separation From Service. All reimbursements reached by the Company under this Section 6(a) and Executive, the Auditors, determine that an Underpayment has occurred, such Underpayment shall promptly be paid no later than by the earlier Company to or for the benefit of (iExecutive, together with interest at the applicable federal rate provided for in section 7872(f)(2)(A) the time periods described above and (ii) the last day of the Executive’s taxable year next following Code. The Company and Executive shall give each other prompt written notice of any information that could reasonable result in the taxable year in which the expense was incurreddetermination that an Overpayment or Underpayment has been made.