Common use of Code Section 280G Clause in Contracts

Code Section 280G. In the event that any payments, distributions, benefits, or entitlements of any type payable to Executive (the “Total Payments”) would (i) constitute “parachute payments” within the meaning of Section 280G of the Code (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G of the Code), and (ii) but for this paragraph would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be either: (a) provided in full, or (b) provided as to such lesser extent as would result in no portion of such Total Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state, and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis of the greatest amount of the Total Payments, notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 25 shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected by the Company (with approval of Executive) (the “Accountants”). In the event of a reduction of benefits hereunder, benefits shall be reduced by first reducing or eliminating the portion of the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind). For purposes of making the calculations required by this Section 25, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require to make a determination under this Section 25, and the Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this Section 25.

Code Section 280G. In the event that any payments, distributions, benefits, the severance and other benefits provided for in this Agreement or entitlements of any type otherwise payable to Executive (the “Total Payments”) would Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G of the Code), and (ii) but for this paragraph Section 3(b), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then the Total Payments Employee’s benefits under Section 2 of this Agreement shall be either: : (ai) provided delivered in full, or or (bii) provided delivered as to such lesser extent as which would result in no portion of such Total Payments severance and other benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state, state and local income taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code, results in Executive’s the receipt by the Employee on an after-tax basis basis, of the greatest amount of the Total Paymentsseverance benefits, notwithstanding that all or some portion of the Total Payments such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. Unless the Company and Executive the Employee otherwise agree in writing, any determination required under this Section 25 3(b) shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected by the Company (with approval Company’s independent public accountants immediately prior to the Change of Executive) Control (the “Accountants”). In the event of a reduction of benefits hereunder, benefits whose determination shall be reduced by first reducing or eliminating conclusive and binding upon the portion of Employee and the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind)Company for all purposes. For purposes of making the calculations required by this Section 253(b), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and other applicable legal authority. The Company and Executive the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably require request in order to make a determination under this Section 25, and the 3(b). The Company shall bear the cost of all fees costs the Accountants charge may reasonably incur in connection with any calculations contemplated by this Section 253(b).

Code Section 280G. In the event that the severance and any payments, distributions, benefits, other benefits provided for in this letter agreement or entitlements of any type otherwise payable to Executive (the “Total Payments”) would you (i) constitute “parachute payments” within the meaning of Section 280G of the Code (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G of the Code), and (ii) but for this paragraph would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments your benefits under this letter agreement shall be either: (a) provided : a. delivered in full, or (b) provided ; or b. delivered as to such lesser extent as that would result in no portion of such Total Payments benefits being subject to the Excise Tax, (with first a pro rata reduction of (i) cash payments subject to Section 409A of the Code as deferred compensation and (ii) cash payments not subject to Section 409A of the Code, and then a pro rata cancellation of (i) equity-based compensation subject to Section 409A of the Code as deferred compensation and (ii) equity-based compensation not subject to Section 409A of the Code), whichever of the foregoing amounts, taking into account the applicable federal, state, state and local income taxes and the Excise Tax, results in Executive’s your receipt on an after-tax basis basis, of the greatest amount of the Total Paymentsbenefits, notwithstanding that all or some portion of the Total Payments such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. Unless you and the Company and Executive otherwise agree in writing, any the determination of your excise tax liability and the amount required to be paid under this Section 25 shall be made in writing in good faith based on the advice of a nationally recognized by an accounting firm to be selected by reasonable agreement between you and the Company, whose determination shall be conclusive and binding upon you and the Company (with approval of Executive) (the “Accountants”). In the event of a reduction of benefits hereunder, benefits shall be reduced by first reducing or eliminating the portion of the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind)for all purposes. For purposes of making the calculations required by this Section 25Section, the Accountants accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code, . You and other applicable legal authority. The the Company and Executive shall furnish to the Accountants accountants such information and documents as the Accountants accountants may reasonably require request in order to make a determination under this Section 25, and the Section. The Company shall bear all costs the cost of all fees the Accountants charge accountants may reasonably incur in connection with any calculations contemplated by this Section 25Section.

Code Section 280G. In the event that any payments, distributions, benefits, the severance and other benefits provided for in this Agreement or entitlements of any type otherwise payable to the Executive (the “Total Payments”) would (i) constitute “parachute payments” within the meaning of Section 280G of the Code (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G of the Code), and (ii) but for this paragraph Section 4, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then the Total Payments Executive’s severance benefits under Section 3(b) of this Agreement shall be either: : (ai) provided delivered in full, or or (bii) provided delivered as to such lesser extent as which would result in no portion of such Total Payments severance benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state, state and local income taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code, results in Executive’s the receipt by the Executive on an after-tax basis basis, of the greatest amount of the Total Paymentsseverance benefits, notwithstanding that all or some portion of the Total Payments such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 25 4 shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected by the Company (with approval Company’s independent public accountants immediately prior to Change of Executive) Control (the “Accountants”). In the event of a reduction of benefits hereunder, benefits whose determination shall be reduced by first reducing or eliminating conclusive and binding upon the portion of Executive and the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind)Company for all purposes. For purposes of making the calculations required by this Section 254, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and other applicable legal authority. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require request in order to make a determination under this Section 25, and the Section. The Company shall bear the cost of all fees costs the Accountants charge may reasonably incur in connection with any calculations contemplated by this Section 254.

Code Section 280G. In the event that any payments, distributions, benefits, the severance and other benefits provided for in this Agreement or entitlements of any type otherwise payable to the Executive (the “Total Payments”) would (i) constitute “parachute payments” within the meaning of Section 280G of the Code (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G of the Code), and (ii) but for this paragraph Section 4(b), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then the Total Payments Executive’s benefits under Section 3 of this Agreement shall be either: : (ai) provided delivered in full, or or (bii) provided delivered as to such lesser extent as which would result in no portion of such Total Payments severance and other benefits being subject to excise tax under Section 4999 of the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state, state and local income taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code, results in Executive’s the receipt by the Executive on an after-tax basis basis, of the greatest amount of the Total Paymentsseverance benefits, notwithstanding that all or some portion of the Total Payments such severance benefits may be subject to taxable under Section 4999 of the Excise TaxCode. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 25 4(b) shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected by the Company (with approval Company’s independent public accountants immediately prior to the Change of Executive) Control (the “Accountants”). In the event of a reduction of benefits hereunder, benefits whose determination shall be reduced by first reducing or eliminating conclusive and binding upon the portion of Executive and the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind)Company for all purposes. For purposes of making the calculations required by this Section 254(b), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and other applicable legal authority. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require request in order to make a determination under this Section 25, and the 4(b). The Company shall bear the cost of all fees costs the Accountants charge may reasonably incur in connection with any calculations contemplated by this Section 254(b). Any reduction in payments and/or benefits required by this Section 4(b) will occur in the following order: (i) reduction of cash payments; (ii) reduction of vesting acceleration of equity awards; and (iii) reduction of other benefits paid or provided to the Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for the Executive’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis.

Code Section 280G. (a) In the event it shall be determined that any payments, distributions, benefits, payment or entitlements distribution to you or for your benefit which is in the nature of any type payable to Executive compensation and is contingent on a change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets of the Company (the “Total Payments”) would (i) constitute “parachute payments” within the meaning of Section 280G of the Code (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) of the Code and (ii) but for this paragraph would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Total Payments shall be eitherreduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you shall exceed the net after-tax benefit received by you if no such reduction was made. If a reduction in Payments is necessary, reduction shall occur in the following order: (aA) provided cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of stock awards shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full, -value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. (b) provided All determinations required to be made under this Section 8 shall be made by such nationally recognized accounting firm as to such lesser extent may be selected by the Audit Committee of the Board of Directors of the Company as would result in no portion of such Total Payments being subject constituted immediately prior to the Excise Taxchange in control transaction (the “Accounting Firm”), whichever provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the foregoing amountsCode. The Accounting Firm shall provide its determination, taking into account the applicable federaltogether with detailed supporting calculations and documentation, state, and local income taxes to you and the Excise TaxCompany within 15 business days following the date of termination of your employment, results in Executive’s receipt on an after-tax basis if applicable, or such other time as requested by you (provided that you reasonably believe that any of the greatest amount of the Total Payments, notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax) or the Company. Unless All fees and expenses of the Company and Executive otherwise agree in writing, any determination required under this Section 25 Accounting Firm shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected borne solely by the Company (with approval of Executive) (the “Accountants”). In the event of a reduction of benefits hereunder, benefits shall be reduced by first reducing or eliminating the portion of the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind). For purposes of making the calculations required by this Section 25, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require to make a determination under this Section 25, and the Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this Section 25Company.

Code Section 280G. In If any of the event that payments or benefits received or to be received by Executive (including, without limitation, any paymentspayment or benefits received in connection with a Change in Control or Executive’s termination of employment, distributionswhether pursuant to the terms of this Agreement or any other plan, benefitsarrangement or agreement, or entitlements of any type payable otherwise) (all such payments collectively referred to Executive (herein as the “Total 280G Payments”) would (i) constitute “parachute payments” within the meaning of Section 280G of the Code (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G of the Code)and would, and (ii) but for this paragraph would Section 5.9, be subject to the excise tax imposed by under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code” and such tax, the “Excise Tax”), then prior to making the Total Payments 280G Payments, a calculation shall be either: made comparing (ai) provided in full, or the Net Benefit (bas defined below) provided as to such lesser Executive of the 280G Payments after payment of the Excise Tax to (ii) the Net Benefit to Executive if the 280G Payments are limited to the extent as would result in no portion of such Total Payments necessary to avoid being subject to the Excise Tax, whichever of . Only if the foregoing amounts, taking into account amount calculated under (i) above is less than the applicable federal, state, and local income taxes and amount under (ii) above will the Excise Tax, results in Executive’s receipt on an after-tax basis of 280G Payments be reduced to the greatest amount of the Total Payments, notwithstanding minimum extent necessary to ensure that all or some no portion of the Total 280G Payments may be is subject to the Excise Tax. Unless “Net Benefit” shall mean the Company present value of the 280G Payments net of all federal, state, local, foreign income, employment, and Executive otherwise agree in writing, any determination required under excise taxes. Any reduction made pursuant to this Section 25 5.9 shall be made in writing in good faith based on a manner determined by the advice Corporation that is consistent with the requirements of a nationally recognized Section 409A. All calculations and determinations under this Section 5.9 shall be made by an independent accounting firm selected or independent tax counsel appointed by the Company (with approval of Executive) Corporation (the “AccountantsTax Counsel”). In the event of a reduction of benefits hereunder, benefits ) whose determinations shall be reduced by first reducing or eliminating conclusive and binding on the portion of the Total Payments that are payable in cash under Section 5 Corporation and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind)Executive for all purposes. For purposes of making the calculations and determinations required by this Section 255.9, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code, and other applicable legal authority. The Company Corporation and Executive shall furnish to the Accountants Tax Counsel with such information and documents as the Accountants Tax Counsel may reasonably require request in order to make a determination its determinations under this Section 25, and the Company 5.9. The Corporation shall bear all costs the cost of all fees the Accountants charge Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 25its services.

Code Section 280G. In the event that If any paymentspayment or benefit Executive would receive pursuant to this Agreement or otherwise, distributions, benefits, or entitlements including accelerated vesting of any type payable to Executive equity compensation (the “Total PaymentsPayment”) would (ia) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G of the “Code”), and (iib) but for this paragraph would sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments Executive shall be either: entitled to receive and/or retain (aas applicable) provided either (i) the Payments in full, or (bii) provided as to the Payments reduced such lesser extent as would result in that there is no portion of such Total Payments being subject to the Excise Tax, whichever results in the greater after-tax payment to the Executive (inclusive of the foregoing amounts, taking into account the applicable federal, state, state and local employment taxes, income taxes taxes, and the Excise Tax). If a reduction in Payments constituting “parachute payments” is necessary, results reduction shall occur in Executive’s receipt the following order: (x) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on an after-tax basis the latest date following the occurrence of the greatest amount event triggering such excise tax will be the first cash payment to be reduced; and (y) accelerated vesting of stock awards shall be cancelled/reduced next and in the reverse order of the Total Paymentsdate of grant for such stock awards (i.e., notwithstanding that all or some portion the vesting of the Total Payments may most recently granted stock awards will be subject reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (z) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In no event will Executive have any discretion with respect to the Excise Taxordering of Payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 25 The Corporation shall be made in writing in good faith based on the advice of appoint a nationally recognized accounting firm selected by to make the Company (with approval of Executive) (determinations required hereunder and perform the “Accountants”). In foregoing calculations and the event of a reduction of benefits hereunder, benefits Corporation shall be reduced by first reducing or eliminating the portion of the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable bear all expenses with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind)the determinations by such accounting firm required to be made hereunder. For purposes of making the calculations required by this Section 25, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, Any good faith interpretations concerning the application determinations of the Codeaccounting firm made hereunder shall be final, binding and other applicable legal authority. The Company and Executive shall furnish to conclusive upon the Accountants such information and documents as the Accountants may reasonably require to make a determination under this Section 25, Corporation and the Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this Section 25Executive.

Code Section 280G. In Notwithstanding anything in this Agreement or elsewhere to the event that any paymentscontrary, distributions, benefits, or entitlements if the aggregate of any type payable all amounts and benefits due to the Executive (or the Executive’s beneficiaries) under this Agreement or under any other plan, program, agreement or arrangement of the Company or any of its Affiliates (collectively, “Total PaymentsContingent Benefits”) ), would (i) constitute cause the Executive to have “parachute payments” within the meaning of as such term is defined in and under Code Section 280G G, and would result in the imposition of excise taxes pursuant to Section 4999 of the Code or loss of deduction pursuant to Code Section 280G, the Company will reduce such payments and benefits so that the Parachute Value of all Contingent Benefits, in the aggregate, equals the Safe Harbor Amount minus $1,000.00 (which the "Required Reduction"). All determinations with respect to this Section 18(b) will not include be made by an independent nationally-recognized United States public accounting firm chosen, and paid for, by the Company (the “Auditor”). Notwithstanding any portion of payments allocated provision to the restrictive covenant provisions of Section 7 hereof contrary in this Agreement or elsewhere, any Required Reduction will be implemented as follows: first, by reducing any cash payments to be made to the Executive; second, by cancelling any outstanding equity or equity-based compensation awards that are classified subject to performance vesting (“Performance-Based Equity”), the performance goals for which have not been met as payments of reasonable compensation for purposes of Section 280G of the Code)Termination Date or, if later, the Change in Control date; third, by cancelling the acceleration of vesting of (i) any of the Executive’s outstanding Performance-Based Equity the performance goals for which were met as of the Termination Date or, if later, the Change in Control date, and (ii) but for this paragraph would be subject to the excise tax imposed by Section 4999 any of the Code (Executive’s other outstanding equity awards; and fourth, by eliminating the “Excise Tax”), then the Total Payments shall be either: (a) provided in full, or (b) provided as to such lesser extent as would result in no portion of such Total Payments being subject to the Excise Tax, whichever Company’s payment of the foregoing amounts, taking into account premiums for any post-termination continuation of health coverage benefits for the applicable federal, state, and local income taxes and Executive. All determinations made by the Excise Tax, results in Executive’s receipt on an after-tax basis of the greatest amount of the Total Payments, notwithstanding that all or some portion of the Total Payments may Auditor under this Section 18(b) will be subject to the Excise Tax. Unless binding upon the Company and the Executive otherwise agree in writing, any determination required under and will be made as soon as reasonably practicable following the event giving rise to the Contingent Benefits. The following terms will have the following meanings for purposes of this Section 25 shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected by the Company (with approval of Executive) (the “Accountants”). In the event of a reduction of benefits hereunder, benefits shall be reduced by first reducing or eliminating the portion of the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind). For purposes of making the calculations required by this Section 25, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require to make a determination under this Section 25, and the Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this Section 25.18(b):

Code Section 280G. In (a) If any of the event that payments or benefits received or to be received by the Executive (including, without limitation, any paymentspayment or benefits received in connection with a change in control or the Executive’s termination of employment, distributionswhether pursuant to the terms of this Agreement or any other plan, benefitsarrangement, or entitlements of any type payable agreement, or otherwise) (all such payments collectively referred to Executive (herein as the “Total 280G Payments”) would (i) constitute “parachute payments” within the meaning of Section 280G of the Code (which and will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G of the Code), and (ii) but for this paragraph would be subject to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then the Total Payments Company shall be either: (a) provided in full, or (b) provided as to such lesser extent as would result in no portion of such Total Payments being subject pay to the Executive, no later than the time such Excise TaxTax is required to be paid by the Executive or withheld by the Company, whichever an additional amount equal to the sum of the foregoing amountsExcise Tax payable by the Executive, plus the amount necessary to put the Executive in the same after-tax position (taking into account the any and all applicable federal, state, and local income excise, income, or other taxes at the highest applicable rates on such 280G Payments and the Excise Tax, results in Executive’s receipt on an after-tax basis of the greatest amount of the Total Payments, notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required payments under this Section 25 section or otherwise) as if no Excise Tax had been imposed. (b) All calculations and determinations under this section shall be made in writing in good faith based on the advice of a nationally recognized by an independent accounting firm selected or independent tax counsel appointed by the Company (with approval of Executive) (the “AccountantsTax Counsel”). In the event of a reduction of benefits hereunder, benefits ) whose determinations shall be reduced by first reducing or eliminating conclusive and binding on the portion of Company and the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind)Executive for all purposes. For purposes of making the calculations and determinations required by this Section 25section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code, and other applicable legal authority. The Company and the Executive shall furnish to the Accountants Tax Counsel with such information and documents as the Accountants Tax Counsel may reasonably require request in order to make a determination its determinations under this Section 25, and the section. The Company shall bear all costs the cost of all fees the Accountants charge Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 25its services.

Code Section 280G. In (a) If any of the event that payments or benefits received or to be received by the Executive (including, without limitation, any paymentspayment or benefits received in connection with a Change in Control or the Executive’s termination of employment, distributionswhether pursuant to the terms of this Agreement or any other plan, benefitsarrangement or agreement, or entitlements of any type payable otherwise) (all such payments collectively referred to Executive (herein as the “Total 280G Payments”) would (i) constitute “parachute payments” within the meaning of Section Code section 280G of the Code (which and will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G of the Code), and (ii) but for this paragraph would be subject to the excise tax imposed by Section under Code section 4999 of the Code (the “Excise Tax”), then the Total such 280G Payments shall be either: (a) provided in full, or (b) provided as to such lesser extent as would result in reduced by the minimum amount required so that no portion of such Total Payments being subject amount payable to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state, and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis of the greatest amount of the Total Payments, notwithstanding that all or some portion of the Total Payments may Executive will be subject to the Excise Tax. Unless Tax (with the Company cash severance under this Agreement to be reduced first and Executive otherwise agree with any further reductions that may be required to be determined by Tax Counsel (as defined below) in writing, any determination required a manner that minimizes the impact to the Executive). (b) All calculations and determinations under this Section 25 5.9 shall be made in writing in good faith based on the advice of a nationally recognized by an independent accounting firm selected or independent tax counsel appointed by the Company (with approval of Executive) Bank (the “AccountantsTax Counsel”). In the event of a reduction of benefits hereunder, benefits ) whose determinations shall be reduced by first reducing or eliminating conclusive and binding on the portion of Bank and the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind)Executive for all purposes. For purposes of making the calculations and determinations required by this Section 255.9, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of the Code, Code sections 280G and other applicable legal authority4999. The Company Bank and the Executive shall furnish to the Accountants Tax Counsel with such information and documents as the Accountants Tax Counsel may reasonably require request in order to make a determination its determinations under this Section 25, and the Company 5.9. The Bank shall bear all costs the cost of all fees the Accountants charge Tax Counsel may reasonably incur in connection with any calculations contemplated by its services. (c) The Bank’s obligations under this Section 25shall not be conditioned upon the Executive’s termination of employment. By way of example, in the event of a Change in Control that does not result in Executive’s termination of employment or entitlement to severance benefits under this Agreement, but which causes the accelerated vesting of any shares of restricted stock, stock options or other awards issued to the Executive giving rise to an Excise Tax, the Bank’s obligations under this Section shall apply with respect to such accelerated vesting.

Code Section 280G. In (a) Notwithstanding anything in this Agreement or any other plan or agreement to the contrary, in the event that any paymentspayment or benefit received or to be received by Executive (whether pursuant to the terms of this Agreement or any other plan, distributions, arrangement or agreement) (all such payments and benefits, or entitlements of any type payable to Executive (the “Total Payments”) would not be deductible (iin whole or in part) constitute “parachute payments” within by the meaning Bank or any of Section 280G parent or subsidiary entity of the Code (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified Bank making such payment or providing such benefit as payments of reasonable compensation for purposes a result of Section 280G of the Code, then, to the extent necessary to make such portion of the Total Payments deductible, the portion of the Total Payments that do not constitute deferred compensation within the meaning of Section 409A shall first be reduced (if necessary, to zero), and all other Total Payments shall thereafter be reduced (if necessary, to zero) with cash payments being reduced before non-cash payments, and payments to be paid last being reduced first, but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but for this paragraph would be subject to after subtracting the excise net amount of federal, state and local income taxes on such Total Payments and the amount of tax imposed by Section 4999 of the Code (the “Excise Tax”), then the and similar state and local laws) to which Executive would be subject in respect of such unreduced Total Payments shall be either: (a) provided in full, or (b) provided as to such lesser extent as would result in no portion of such Total Payments being subject to the Excise Tax, whichever of the foregoing amounts, and after taking into account the applicable federal, state, phase out of itemized deductions and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis of the greatest amount of the personal exemptions attributable to such unreduced Total Payments, notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. Unless the Company and Executive otherwise agree in writing, any ). (b) Any determination required under this Section 25 11 shall be made in writing in good faith based on the advice of a nationally recognized by an accounting firm selected in good faith by the Company (with approval of Executive) Bank (the “Accountants”). In the event of a reduction of benefits hereunder, benefits shall be reduced by first reducing or eliminating the portion of the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind). For purposes of making the calculations required by this Section 25, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company Bank and Executive shall furnish to provide the Accountants with such information and documents as the Accountants may reasonably require request in order to make a determination under this Section 25, 11. For purposes of making the calculations and the Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated determinations required by this Section 2511, the Accountants may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Accountants’ determinations shall be final and binding on the Bank and Executive.

Code Section 280G. In (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payments, distributions, payment or distribution by the Bank to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or entitlements of any type payable distributions are hereinafter referred to Executive (the as “Total Payments”) would (i) constitute “parachute payments” within the meaning of Section 280G of the Code (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G of the Code)would, and (ii) but for this paragraph would if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then then, (1) the Total parties agree to take such action(s) as may be necessary to place Executive in the best after-tax position taking into account all income, employment and excise taxes, without regard to the deductibility of any payments by the Bank, and (2) prior to the making of any Payments to Executive, a calculation shall be either: made comparing (ai) provided in fullthe net after-tax benefit to Executive of the Payments after payment by Executive of the Excise Tax, or to (bii) provided as the net after-tax benefit to such lesser Executive if the Payments had been limited to the extent as would result in no portion of such Total Payments necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, whichever then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the foregoing amountsPayments due hereunder, taking into account if applicable, shall be made by first reducing cash Payments and then, to the applicable federalextent necessary, statereducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and local income taxes and to what extent the Excise TaxTax will apply to such Payment. (b) All determinations required to be made under this Section 13, results in Executive’s receipt on including whether an after-tax basis of Excise Tax would otherwise be imposed, whether the greatest Payments shall be reduced, the amount of the Total PaymentsReduced Amount, notwithstanding and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm or compensation consulting firm mutually acceptable to the Bank and Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Bank and Executive within 15 business days after the receipt of notice from Executive that all a Payment is due to be made, or some portion such earlier time as is requested by the Bank. All fees and expenses of the Total Determination Firm shall be borne solely by the Bank. Any determination by the Determination Firm shall be binding upon the Bank and 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 Determination Firm hereunder, it is possible that Payments may which Executive was entitled to, but did not receive pursuant to Section 13 (a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) For purposes of determining whether and the extent to which the Payments will be subject to the Excise Tax. Unless , no portion of the Company Payments the receipt or enjoyment of which Executive shall have waived at such time and Executive otherwise agree in writing, any determination required under this such manner as not to constitute a “payment” within the meaning of Section 25 280G(b) of the Code shall be made in writing taken into account. To the extent requested by Executive, the Bank shall cooperate with Executive in good faith based in valuing, and shall direct the Determination Firm to value, services to be provided by Executive (including refraining from performing services pursuant to a covenant not to compete) before, on or after the advice date of a nationally recognized accounting firm selected by the Company transaction which cause the application of Section 280G of the Code such that payments in respect of such services may be considered to be “reasonable compensation” within the meaning of the regulations under Section 280G of the Code. (with approval of Executived) (the “Accountants”). In the event that the provisions of a reduction of benefits hereunderCode Section 280G and 4999 or any successor provisions are repealed without succession, benefits this Section 13 shall be reduced by first reducing of no further force or eliminating the portion of the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind). For purposes of making the calculations required by this Section 25, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require to make a determination under this Section 25, and the Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this Section 25effect.

Code Section 280G. In To the event extent that any paymentsamount payable to you hereunder, distributionswhen combined with any other payment or benefit (collectively, benefitsthe “Payments”, or entitlements which shall include, without limitation, the vesting of any type payable to Executive equity awards or other non-cash benefit or property) that could be considered a “parachute payment,” as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “Total PaymentsCode”) would (i) constitute “parachute payments” within ), exceed the meaning limitations of Section 280G of the Code (which such that an excise tax will not include any portion of payments allocated to the restrictive covenant provisions of be imposed under Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G 4999 of the Code), the Payments shall be either (a) reduced (but not below zero) so that the present value of such total Payments received by you will be one dollar ($1.00) less than three times your “base amount” (as defined in Section 280G(b)(3) of the Code) and (ii) but for this paragraph would so that no portion of such Payments received by you will be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then the Total Payments such parachute payments shall be eitherreduced in the following order: (ai) provided in fullany portion of the cash severance payable hereunder that is not “nonqualified deferred compensation” for purposes of Code Section 409A, (ii) any benefits continuation valued as parachute payments, (iii) any accelerated vesting of any equity awards and (iv) any portion of the cash severance payable hereunder and any other cash amounts that are “nonqualified deferred compensation” for purposes of Code Section 409A, or (b) provided as to such lesser extent as would result paid in no portion of such Total Payments being subject to the Excise Taxfull, whichever of (a) or (b) produces the foregoing amounts, better net after tax position to you (taking into account the any applicable federal, state, and local income taxes and the Excise Tax, results in Executive’s receipt on an after-excise tax basis under Section 4999 of the greatest amount of the Total Payments, notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. Unless the Company Code and Executive otherwise agree in writing, any determination required under this Section 25 shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected by the Company (with approval of Executive) (the “Accountants”). In the event of a reduction of benefits hereunder, benefits shall be reduced by first reducing or eliminating the portion of the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kindother applicable taxes). For purposes of making the calculations and determinations required by this Section 2522, the Accountants Company may engage an independent accounting firm or independent counsel to make reasonable assumptions such determinations, which shall be conclusive and approximations concerning applicable taxes binding on the Company and you, and such independent accounting firm or independent counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application applicable of Section 280G and Section 4999 of the Code, and other applicable legal authority. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require to make a determination under this Section 25, and the Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this Section 25.

Code Section 280G. In (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the event Code (such excise tax being the “Excise Tax”); provided, however, that any payments, distributions, benefits, payment or entitlements of any type payable benefit received or to be received by Executive (whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Employer or Employer Group (collectively, the “Total Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the “net after-tax benefit” received by Executive shall exceed the “net after-tax benefit” that would be received by Executive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive that would constitute “parachute payments” within the meaning of Section 280G of the Code Code, less (which will not include any portion ii) the amount of payments allocated all federal, state and local income and employment taxes payable by Executive with respect to the restrictive covenant provisions foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of Section 7 hereof the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in clause (b)(i) above. (c) All determinations under this Paragraph 17 will be made by an actuarial firm, accounting firm, law firm, or consulting firm experienced and generally recognized in 280G matters (the “280G Firm”) that are classified as payments is chosen by Employer prior to a change in ownership or control of reasonable compensation for purposes a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by Employer or its successor. Employer will direct the 280G Firm to submit any determination it makes under this Paragraph 17 and detailed supporting calculations to both Executive and Employer as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Paragraph 17, and such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (ii) but for this paragraph would be subject with such order, to the excise tax imposed extent permitted by Section 4999 280G of the Code (and Code Section 409A, designated by Executive, or otherwise determined by the “Excise Tax”), then 280G Firm) to the Total Payments extent necessary so that no portion thereof shall be either: (a) provided in full, or (b) provided as to such lesser extent as would result in no portion of such Total Payments being subject to the Excise Tax, whichever and Employer shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to elect to forfeit any equity award in whole or in part. (e) As a result of the foregoing amounts, taking into account uncertainty in the applicable federal, state, and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis application of Section 280G of the greatest amount of Code at the Total Payments, notwithstanding time that all or some portion of the Total Payments may be subject to the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required 280G Firm makes its determinations under this Section 25 shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected by the Company Paragraph 17, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (with approval of Executive) (collectively, the “AccountantsOverpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). In If the event 280G Firm determines, based on either the assertion of a reduction deficiency by the Internal Revenue Service against Employer or Executive, which assertion the 280G Firm believes has a high probability of benefits hereundersuccess or is otherwise based on controlling precedent or substantial authority, benefits shall that an Overpayment has been made, Executive must repay the Overpayment to Employer, without interest; provided, however, that no loan will be reduced deemed to have been made and no amount will be payable by first reducing or eliminating Executive to Employer unless, and then only to the portion extent that, the deemed loan and payment would either (i) reduce the amount on which Executive is subject to Excise Tax under Section 4999 of the Total Payments that are payable in cash Code or (ii) generate a refund of Excise Tax imposed under Section 5 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and then Employer of that determination, and Employer will promptly pay the amount of that Underpayment to Executive without interest. (f) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by reducing or eliminating any amounts that are payable the 280G Firm, and otherwise cooperate with respect to long-term incentives including any equity-based or equity-related awards (whether payable the 280G Firm, in cash or in kind)connection with the preparation and issuance of the determinations and calculations contemplated by this Paragraph 17. For purposes of making the calculations required by this Section 25Paragraph 17, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and other applicable legal authority. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require to make a determination under this Section 25, and the Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this Section 25.

Code Section 280G. In the event that any payments, distributions, benefits, the severance and other benefits provided for in this letter agreement or entitlements of any type otherwise payable to Executive (the “Total Payments”) would you (i) constitute “parachute payments” within the meaning of Section 280G of the Code (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G of the Code), and (ii) but for this paragraph would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments your benefits under this letter agreement shall be either: (a) provided : a. delivered in full, or (b) provided ; or b. delivered as to such lesser extent as that would result in no portion of such Total Payments benefits being subject to the Excise Tax, (with first a pro rata reduction of (i) cash payments subject to Section 409A of the Code as deferred compensation and (ii) cash payments not subject to Section 409A of the Code, and then a pro rata cancellation of (i) equity- based compensation subject to Section 409A of the Code as deferred compensation and (ii) equity-based compensation not subject to Section 409A of the Code), whichever of the foregoing amounts, taking into account the applicable federal, state, state and local income taxes and the Excise Tax, results in Executive’s your receipt on an after-tax basis basis, of the greatest amount of the Total Paymentsbenefits, notwithstanding that all or some portion of the Total Payments such benefits may be subject to taxable under Section 4999 of the Excise TaxCode. Unless you and the Company and Executive otherwise agree in writing, any the determination of your excise tax liability and the amount required to be paid under this Section 25 shall be made in writing in good faith based on the advice of a nationally recognized by an accounting firm to be selected by reasonable agreement between you and the Company, whose determination shall be conclusive and binding upon you and the Company (with approval of Executive) (the “Accountants”). In the event of a reduction of benefits hereunder, benefits shall be reduced by first reducing or eliminating the portion of the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind)for all purposes. For purposes of making the calculations required by this Section 25Section, the Accountants accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code, . You and other applicable legal authority. The the Company and Executive shall furnish to the Accountants accountants such information and documents as the Accountants accountants may reasonably require request in order to make a determination under this Section 25, and the Section. The Company shall bear all costs the cost of all fees the Accountants charge accountants may reasonably incur in connection with any calculations contemplated by this Section 25Section.

Code Section 280G. In (a) If any benefit or payment from the event that any paymentsCompany to Askarpour (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, distributionsas defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, benefits, or entitlements of any type payable to Executive as amended (the “Total Code”), then the aggregate present value of amounts or benefits payable to Askarpour pursuant to this Agreement (“Agreement Payments”) would shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) constitute “parachute payments” within the meaning highest aggregate present value of Section 280G Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Code Agreement Payments that after taking into account all applicable state and federal taxes (which will not include computed at the highest applicable marginal rate) including any portion of payments allocated taxes payable pursuant to the restrictive covenant provisions of Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G 4999 of the Code, results in a greater after-tax benefit to Askarpour than the after-tax benefit to Askarpour of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 4.12, and present value shall be determined in accordance with Section 280G(d)(4) of the Code. (iib) but The Company agrees that, for this paragraph purpose of determining whether any Payment would be subject to the excise tax imposed under Section 4999 of the Code, the non-compete set forth in Section 5.4 of this Agreement (the “Non-Compete Provision”) shall be treated as an agreement for the performance of personal services. The Company agrees to obtain a valuation of the Non-Compete Provision from an independent third party valuation firm mutually agreed upon by the Company and Askarpour. The Company hereby agrees to indemnify, defend and hold harmless Askarpour from and against any adverse impact, tax, penalty, or excise tax resulting from the Company or such valuation firm’s attribution of a value to the Non-Compete Provision that is less than the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K for the most recently completed year, to the extent the use of such lesser amount results in a larger excise tax under Section 4999 of the Code than Askarpour would have been subject to had the Company or such valuation firm attributed a value to the Non-Compete Provision that is at least equal to the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K for the most recently completed year.” 5. In Section 4.11(a) of the amended Agreement (the “Excise Tax”Conditions on Payment of Severance), then the Total Payments all references to “Section 4.6(c) of this Agreement” shall be eitherchanged to “Sections 4.6(c) and 4.7 of this Agreement.” 6. Section 4.9(b) of the amended Agreement shall be amended and restated in its entirety as follows: “If payments pursuant to Sections 4.6(c) or 4.7 of this Agreement become payable under the terms of this Agreement, such payments shall be in lieu of any other severance or similar benefits of any kind, nature or amount that would otherwise be payable under any other agreement, plan, program or policy of IS&S, including any severance pay plan. Subject to all applicable federal and state laws and regulations, payment made pursuant to Sections 4.6(c) and 4.7 of this Agreement shall not be included in the determination of benefits under any employee benefit plan (aas that term is defined in Section 3(3) provided of the Employee Retirement Income Security Act of 1974, as amended) or any other benefit plans, policies or programs applicable to Askarpour that are maintained by IS&S.” 7. Except as expressly amended by this Amendment, all other terms, conditions and provisions of the Employment Agreement are hereby ratified and confirmed and shall continue in fullfull force and effect. From and after the date hereof, or (b) provided as all references made in the Employment Agreement to such lesser extent as would result in no portion of such Total Payments being subject “the Agreement” and “this Agreement” shall be a reference to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state, and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis of the greatest amount of the Total Payments, notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 25 shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected by the Company (with approval of Executive) (the “Accountants”). In the event of a reduction of benefits hereunder, benefits shall be reduced by first reducing or eliminating the portion of the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind). For purposes of making the calculations required Employment Agreement as amended by this Section 25, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require to make a determination under this Section 25, and the Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this Section 25Amendment.

Code Section 280G. In To the event extent that any payments, distributions, benefits, or entitlements of any type amount payable to the Executive hereunder, as well as any other “parachute payment,” as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “Total PaymentsCode”) would ), payable to the Executive in connection with the Executive’s employment by the Company Group (i) constitute “parachute payments” within as defined Section 9(a)), exceed the meaning limitations of Section 280G of the Code (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof such that are classified as payments of reasonable compensation for purposes of Section 280G of the Code), and (ii) but for this paragraph would be subject to the an excise tax will be imposed by under Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be either: (a) provided in fullCompany shall, or (b) provided as with respect to such lesser extent as would result in payments, use its reasonable best efforts to obtain a vote satisfying the requirements of Section 280G(b)(5) of the Code, such that no portion of such Total Payments being the payments or benefits that are treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) will be subject to the Excise Tax. In the event that a vote satisfying the requirements of Section 280G(b)(5) of the Code is not obtained for any reason, whichever then such payments shall be either (x) reduced to the extent necessary to avoid application of the Excise Tax or (y) provided to the Executive in full, which of the foregoing amounts, when taking into account the applicable federal, state, local and local foreign income taxes and employment taxes, the Excise TaxTax and any other applicable taxes, results in the receipt by the Executive’s receipt , on an after-tax basis basis, of the greatest amount of the Total Paymentsbenefits, notwithstanding that all or some portion of the Total Payments such benefits may be subject to taxable under the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 25 shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected by the Company (with approval of Executive) (the “Accountants”). In the event of a reduction of in benefits hereunder, the reduction shall occur in the following order: (i) any cash severance based on a multiple of Base Salary or Annual Bonus, (ii) any other cash amounts payable to the Executive, (iii) benefits shall be reduced by first reducing or eliminating the portion of the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind). For purposes of making the calculations required by this Section 25, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Codevalued as parachute payments, and other applicable legal authority. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require to make a determination under this Section 25, and the Company shall bear the cost (iv) acceleration of all fees the Accountants charge in connection with vesting of any calculations contemplated by this Section 25equity awards.

Code Section 280G. (a) Anything in this Agreement to the contrary notwithstanding, in the event that the Accounting Firm shall determine that receipt of all Payments would subject the Executive to tax under 2015 Form A&R CIC Agrt -10- Code Section 4999, the Accounting Firm shall determine whether some amount of Agreement Payments meets the definition of Reduced Amount. If the Accounting Firm determines that there is a Reduced Amount, then the aggregate Agreement Payments shall be reduced to such Reduced Amount. (b) If the Accounting Firm determines that the aggregate Agreement Payments should be reduced to the Reduced Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof, and the Executive may then elect, in his or her sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the present value of the aggregate Agreement Payments equals the Reduced Amount); provided, that the Executive shall not be permitted to elect to reduce any Agreement Payment that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, and shall advise the Company in writing of his or her election within 10 days of his or her receipt of notice. If no such election is made by the Executive within such 10-day period, the Company shall reduce the Agreement Payments in the following order: (1) Agreement Payments which do not constitute “nonqualified deferred compensation” subject to Code Section 409A shall be reduced first; and (2) all other Agreement Payments shall then be reduced, in each case as follows: (i) cash payments shall be reduced before non-cash payments and (ii) payments to be made on a later payment date shall be reduced before payments to be made on an earlier payment date. All determinations made by the Accounting Firm under this Section 11 shall be binding upon the Company and the Executive and shall be made within 60 days of the Executive’s Separation from Service. In connection with making determinations under this Section 11, the Accounting Firm shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change in Control, including any non-competition provisions that may apply to the Executive and the Company shall cooperate in the valuation of any such services, including any non-competition provisions. (c) As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that any paymentsthe Accounting Firm, distributions, benefits, or entitlements based upon the assertion of any type payable to Executive (a deficiency by the “Total Payments”) would (i) constitute “parachute payments” within the meaning of Section 280G of the Code (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G of the Code), and (ii) but for this paragraph would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be either: (a) provided in full, or (b) provided as to such lesser extent as would result in no portion of such Total Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state, and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis of the greatest amount of the Total Payments, notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. Unless Internal Revenue Service against either the Company and or the Executive otherwise agree in writingwhich the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any determination required under this Section 25 shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected such Overpayment paid or distributed by the Company (to or for the benefit of the Executive shall be repaid by the Executive to the Company together with approval interest at the applicable federal rate provided for in Code Section 7872(f)(2); provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Code Section 1 and Code Section 4999 or generate a refund of Executive) (the “Accountants”)such taxes. In the event of a reduction of benefits hereunderthat the Accounting Firm, benefits based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be reduced promptly paid by first reducing the Company to or eliminating for the portion benefit of the Total Payments that are payable Executive together with interest at the applicable federal rate provided for in cash under Code Section 5 7872(f)(2). (d) All fees and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable expenses of the Accounting Firm in cash or in kind). For purposes implementing the provisions of making the calculations required by this Section 25, 11 shall be borne by the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authorityCompany. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require to make a determination under this Section 25, and the Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this Section 25.2015 Form A&R CIC Agrt -11-

Code Section 280G. In To the event extent that the exemption under Section 280G(b)(5) of the Code is unavailable at the time of a Change in Control because any paymentsCompany stock is readily tradeable on an established securities market or otherwise, distributions, benefits, or entitlements of any type payable to Executive if it is determined by a nationally recognized United States public accounting firm selected by the Company (the “Total Auditors”) that any payment or benefit in the nature of compensation made or provided to Executive in connection with Executive’s employment with the Company (collectively, a “Payments”) would (i) constitute “parachute payments” within the meaning of Section 280G of the Code (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G of the Code), and (ii) but for this paragraph would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Parachute Tax”), then Executive will be entitled to receive either (A) the Total Payments shall be either: (a) provided in fullfull amount of the Payments, or (bB) provided as to such lesser extent as would result in no a portion of the Payments having a value equal to $1 less than three (3) times Executive’s “base amount” (as such Total Payments being subject to term is defined in Section 280G(b)(3)(A) of the Excise TaxCode), whichever of the foregoing amountsclauses (A) and (B), after taking into account the applicable federal, state, and local income and employment taxes and the Excise Parachute Tax, results in Executive’s the receipt by Executive on an after-tax basis basis, of the greatest amount of the Total Payments, notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. Unless the Company and Executive otherwise agree in writing, any Payments. (1) Any determination required under this Section 25 11(i) shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected by the Company (with approval of Executive) (the “Accountants”). In the event of a reduction of benefits hereunderAuditor, benefits whose determination, absent manifest error, shall be reduced by first reducing or eliminating conclusive and binding for all purposes upon the portion of the Total Payments that are payable in cash under Section 5 Company and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind)Executive. For purposes of making the calculations required by this Section 25Agreement, the Accountants Auditors may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that the Auditors’ determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). (2) If there is a reduction of the Payments pursuant to this Section 11(i), such reduction shall occur in accordance with Section 409A of the Code and in the following order: (1) any cash severance payable by reference to Executive’s base salary or annual bonus, (2) any other applicable legal authoritycash amount payable to Executive, (3) any employee benefit valued as a “parachute payment,” and (4) acceleration of vesting of any outstanding equity award. (3) For the avoidance of doubt, in the event that additional Payments are made to Executive after the application of the cutback in this Section 11(i), which additional Payments result in the cutback no longer being applicable, the Company shall pay Executive an additional amount equal to the value of the Payments that were originally cut back. The Company and Executive shall furnish to determine at the Accountants end of each calendar year whether any such information and documents as the Accountants may reasonably require to make a determination under this Section 25restoration is necessary based on additional Payments (if any) made during such calendar year, and shall pay such restoration by March 15 of the calendar year following such calendar year. In no event whatsoever shall Executive be entitled to a tax gross-up or other payment in respect of any excise tax, interest or penalties that may be imposed on the Payments by reason of the application of Section 280G or Section 4999 of the Code at any time when any Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this Section 25stock is readily tradeable on an established securities market or otherwise.

Code Section 280G. In (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the event Code (such excise tax being the “Excise Tax”); provided, however, that any payments, distributions, benefits, payment or entitlements of any type payable benefit received or to be received by Executive (whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Employer or the Employer Group (collectively, the “Total Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the “net after-tax benefit” received by Executive shall exceed the “net after-tax benefit” that would be received by Executive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive that would constitute “parachute payments” within the meaning of Section 280G of the Code Code, less (which will not include any portion ii) the amount of payments allocated all federal, state and local income and employment taxes payable by Executive with respect to the restrictive covenant provisions foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of Section 7 hereof the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in clause (b)(i) above. (c) All determinations under this Paragraph 17 will be made by an actuarial firm, accounting firm, law firm, or consulting firm experienced and generally recognized in 280G matters (the “280G Firm”) that are classified as payments is chosen by Employer prior to a change in ownership or control of reasonable compensation for purposes a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by Employer or its successor. Employer will direct the 280G Firm to submit any determination it makes under this Paragraph 17 and detailed supporting calculations to both Executive and Employer as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Paragraph 17, and such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (ii) but for this paragraph would be subject with such order, to the excise tax imposed extent permitted by Section 4999 280G of the Code (and Code Section 409A, designated by Executive, or otherwise determined by the “Excise Tax”), then 280G Firm) to the Total Payments extent necessary so that no portion thereof shall be either: (a) provided in full, or (b) provided as to such lesser extent as would result in no portion of such Total Payments being subject to the Excise Tax, whichever and Employer shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to elect to forfeit any equity award in whole or in part. (e) As a result of the foregoing amounts, taking into account uncertainty in the applicable federal, state, and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis application of Section 280G of the greatest amount of Code at the Total Payments, notwithstanding time that all or some portion of the Total Payments may be subject to the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required 280G Firm makes its determinations under this Section 25 shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected by the Company Paragraph 17, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (with approval of Executive) (collectively, the “AccountantsOverpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). In If the event 280G Firm determines, based on either the assertion of a reduction deficiency by the Internal Revenue Service against Employer or Executive, which assertion the 280G Firm believes has a high probability of benefits hereundersuccess or is otherwise based on controlling precedent or substantial authority, benefits shall that an Overpayment has been made, Executive must repay the Overpayment to Employer, without interest; provided, however, that no loan will be reduced deemed to have been made and no amount will be payable by first reducing or eliminating Executive to Employer unless, and then only to the portion extent that, the deemed loan and payment would either (i) reduce the amount on which Executive is subject to Excise Tax under Section 4999 of the Total Payments that are payable in cash Code or (ii) generate a refund of Excise Tax imposed under Section 5 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and then Employer of that determination, and Employer will promptly pay the amount of that Underpayment to Executive without interest. (f) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by reducing or eliminating any amounts that are payable the 280G Firm, and otherwise cooperate with respect to long-term incentives including any equity-based or equity-related awards (whether payable the 280G Firm, in cash or in kind)connection with the preparation and issuance of the determinations and calculations contemplated by this Paragraph 17. For purposes of making the calculations required by this Section 25Paragraph 17, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and other applicable legal authority. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require to make a determination under this Section 25, and the Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this Section 25.

Code Section 280G. In the event that any payments, distributions, benefits, the benefits provided for in this Agreement or entitlements of any type otherwise payable to Executive you (the “Total Payments”) would (ia) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G of the “Code), ”) and (iib) but for this paragraph Section 6, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then the Total Payments then, at your discretion, your benefits under this Agreement shall be either: payable either (ai) provided in full, or (bii) provided as to such lesser extent as amount which would result in no portion of such Total Payments benefits being subject to the Excise Taxexcise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state, state and local income taxes and the Excise Taxexcise tax imposed by Section 4999, results in Executive’s the receipt by you on an after-tax basis basis, of the greatest amount of the Total Paymentsbenefits under this Agreement, notwithstanding that all or some portion of the Total Payments such benefits may be taxable under Section 4999 of the Code. Any reduction shall be made as a pro-rata reduction of cash payments subject to Section 409A of the Excise TaxCode as deferred compensation and cash payments not subject to Section 409A of the Code. Reduction in cash payments shall be made pro-rata between and among benefits which are subject to Section 409A of the Code and benefits which are exempt from Section 409A of the Code. Unless the Company and Executive you otherwise agree in writing, any determination required under this Section 25 6 shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected by the Company (with approval of Executive) Company’s independent public accountants (the “Accountants”). In the event of a reduction of benefits hereunder, benefits whose determination shall be reduced by first reducing or eliminating conclusive and binding upon you and the portion of the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind)Company for all purposes. For purposes of making the calculations required by this Section 256, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and other applicable legal authority. The Company and Executive you shall furnish to the Accountants with such information and documents as the Accountants may reasonably require request in order to make a determination under this Section 25, and the 6. The Company shall bear the cost of all fees costs the Accountants charge may reasonably incur in connection with any calculations contemplated by this Section 256.

Code Section 280G. In If any payments or benefits the event that any payments, distributions, benefits, Executive would receive from the Company under this Agreement or entitlements otherwise in connection with a change in ownership (as defined under Section 280G(b)(2) of any type payable to Executive Code) (the “Total Payments”) would (ia) constitute “parachute payments” within the meaning of Section 280G of the Code (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as payments of reasonable compensation for purposes of Section 280G of the Code), and (iib) but for this paragraph Section 6 would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then the Executive shall be entitled to receive either (i) the full amount of the Total Payments shall be either: (a) provided in full, or (bii) provided as to such lesser extent as would result in no a portion of such the Total Payments being subject having a value equal to $1 less than three (3) times the Excise TaxExecutive’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of the foregoing amounts(i) and (ii), after taking into account the applicable federal, state, and local income taxes and the Excise Taxexcise tax imposed by Section 4999 of the Code, results in Executive’s the receipt by such employee on an after-after tax basis basis, of the greatest amount portion of the Total Payments, notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. Unless the Company and Executive otherwise agree in writing, any Any determination required under this Section 25 6 shall be made in writing by the Company’s independent certified public accountants appointed prior to any change in good faith based on ownership (as defined under Section 280G(b)(2) of the advice of a nationally recognized accounting firm Code) or tax counsel selected by the Company (with approval of Executive) such accountants (the “Accountants”). In the event of a reduction of benefits hereunder, benefits whose determination shall be reduced by first reducing or eliminating final, conclusive and binding for all purposes upon the portion of the Total Payments that are payable in cash under Section 5 and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind)Executive. For purposes of making the calculations required by this Section 256, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good good-faith interpretations concerning the application of Sections 280G and 4999 of the Code, and other applicable legal authority. The Company and Executive shall furnish If there is a reduction pursuant to this Section 6 of the Total Payments to be delivered to the Accountants such information and documents as applicable Executive the Accountants may reasonably require to make a determination under payment reduction contemplated by the first sentence of this Section 25, 6 shall be implemented by determining the “Parachute Payment Ratio” (as defined below) for each “parachute payment” and then reducing the Company shall bear “parachute payments” in order beginning with the cost of all fees “parachute payment” with the Accountants charge in connection with any calculations contemplated by this Section 25.highest Parachute Payment Ratio. For “parachute payments” with