Common use of Code Section 280G Clause in Contracts

Code Section 280G. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Section 13, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 13, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 13 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. This Section 12 applies if either the Executive or the Company is subject to the Code. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 49994999 of the Code. As provided in this Section 1312, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 1312, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 13 12 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 12 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made except to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 of the Code or generate a refund of tax imposed under Code Section 49994999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Section 1312, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 1312, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 13 12 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 12 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. The Notwithstanding any other provision of this Agreement, if it is determined that benefits that the Executive may be entitled to receive or payments payable under this Agreement and Agreement, taking into account other benefits that the Executive is entitled to receive or payments provided under other plans, agreements and arrangements (whichor arrangements, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are would subject to Code Sections 280G and 4999. As provided in this Section 13, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (section 4999, it must be determined whether the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Reduced Amount. If the The Executive will receive the Capped Reduced Amount if the Reduced Amount results in equal or greater Net After Tax Receipts than the Net After Tax Receipts that would result from the Executive receiving the total Parachute Payments, . If it is determined that the total Parachute Payments will should be adjusted reduced to the Reduced Amount, the Company must promptly notify the Executive of that determination, including a copy of the detailed calculations by first reducing an accounting firm or other professional organization qualified to make the amount calculation that was selected by the Company and acceptable to the Executive (the “Accounting Firm”). The Company shall pay the fees and expenses of any benefits the Accounting Firm. All determinations made by the Accounting Firm under this Section 5 are binding upon the Company and the Executive. It is the intention of the Company and the Executive to reduce the Parachute Payments under this Agreement or and any other plan, agreement or arrangement that are not subject only if the aggregate Net After Tax Receipts to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must would thereby be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determinationincreased. As a result of the uncertainty in the application of Code Sections 280G and section 4999 at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 13Firm, however, it is possible that amounts will have been paid or distributed to or for the benefit of the Executive which should not have been so paid or distributed (“Overpayment”) or that should additional amounts which will not have been paid or distributed under this Section 13 to or for the benefit of the Executive should have been so paid or distributed (“OverpaymentsUnderpayment”), or that additional amounts should be paid or distributed to in each case, consistent with the Executive under this Section 13 (“Underpayments”)calculation of the Reduced Amount. If the Accounting Firm determinesFirm, based on either upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, Executive which assertion the Accounting Firm believes has a high probability of success or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment must be treated (if permitted by applicable law) for all purposes as a loan ab initio for which the Executive must repay to the Company, without interestCompany together with interest at the applicable federal rate under Code section 7872(f)(2); provided, however, that no such loan will may be deemed to have been made and no amount will shall be payable by the Executive to the Company unless, if and then only to the extent that, the such deemed loan and payment would not either reduce the amount on which the Executive is subject to tax under Code Section section 4999 or generate a refund of tax imposed under Code Section 4999such taxes. If the Accounting Firm determinesFirm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, the Accounting Firm will must promptly notify the Executive and the Company of that determination and the amount of that the Underpayment will and such amount, together with interest at the applicable federal rate under Code section 7872(f)(2) must be paid to the Executive promptly Executive. If it is determined that the total Parachute Payments should be reduced to the Reduced Amount, then the reduction shall first apply to Parachute Payments that are not subject to Code section 409A (and by the Companyfirst reducing such payments that are not payable in cash and then by reducing cash payments) and thereafter, if necessary, by reducing Parachute Payments that are subject to Code section 409A (and by first reducing such payments that are not payable in cash and then by reducing cash payments).

Code Section 280G. The benefits Notwithstanding any other provision of this Agreement, if it is determined that the Executive may be entitled to receive benefits or payments payable under this Agreement and Agreement, taking into account other benefits that the Executive is entitled to receive or payments provided under other plans, agreements and arrangements (whichor arrangements, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are would subject to Code Sections 280G and 4999. As provided in this Section 13, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (of the “Capped Payments”). ThereafterCode, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The it must be determined whether Executive will receive the total Parachute Payments payments due or the Capped Payments, whichever provides the Executive with the higher Net After Tax Reduced Amount. If the Executive will receive the Capped PaymentsReduced Amount if the Reduced Amount results in equal or greater Net After Tax Receipts than the Net After Tax Receipts that would result from Executive receiving the total payments due. If it is determined that the total payments should be reduced to the Reduced Amount, the total Parachute Payments will be adjusted Company must promptly notify Executive of that determination, including a copy of the detailed calculations by first reducing an accounting firm or other professional organization qualified to make the amount calculation that was selected by the Company and acceptable to Executive (the “Accounting Firm”). The Company shall pay the fees and expenses of the Accounting Firm. All determinations made by the Accounting Firm under this SECTION 6.16 are binding upon the Company and Executive, subject to any benefits differing determination by the Internal Revenue Service. It is the intention of the Company and Executive to reduce the payments under this Agreement or and any other plan, agreement or arrangement that are not subject only if the aggregate Net After Tax Receipts to Section 409A of the Code (with the source of the reduction to Executive would thereby be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant)increased. The Accounting Firm will notify the Executive and the Company if If it determines is determined that the Parachute Payments must total payments should be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty Reduced Amount, any reduction shall be in the application order that would provide Executive with the largest amount of Net After Tax Receipts (subject to the remainder of this sentence, pro rata if two alternatives provide the same result) and shall, to the extent permitted by Code Sections Section 280G and 4999 409A be designated by Executive. Executive shall at any time have the time that the Accounting Firm makes its determinations under this Section 13, it is possible that amounts will have been paid unilateral right to forfeit any equity grant in whole or distributed to the Executive that should not have been paid or distributed under this Section 13 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Companyin part.

Code Section 280G. The benefits Notwithstanding any other provision of this Agreement, if it is determined that the Executive may be entitled to receive benefits or payments payable under this Agreement and Agreement, taking into account other benefits that the Executive is entitled to receive or payments provided under other plans, agreements and arrangements (whichor arrangements, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are would subject to Code Sections 280G and 4999. As provided in this Section 13, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (of the “Capped Payments”). ThereafterCode, it must be determined whether the Accounting Firm Executive will determine receive the Net After Tax Amount attributable to total payments due or the Capped PaymentsReduced Amount. The Executive will receive the total Parachute Payments Reduced Amount if the Reduced Amount results in equal or the Capped Payments, whichever provides the Executive with the higher greater Net After Tax AmountReceipts than the Net After Tax Receipts that would result from the Executive receiving the total payments due. If it is determined that the total payments should be reduced to the Reduced Amount, the Company must promptly notify the Executive will receive of that determination, including a copy of the Capped Paymentsdetailed calculations by an accounting firm or other professional organization qualified to make the calculation that was selected by the Company and acceptable to the Executive (the “Accounting Firm”). The Company shall pay the fees and expenses of the Accounting Firm. All determinations made by the Accounting Firm under this SECTION 6.15 are binding upon the Company and the Executive, subject to any differing determination by the total Parachute Payments will be adjusted by first reducing Internal Revenue Service. It is the amount intention of any benefits the Company and the Executive to reduce the payments under this Agreement or and any other plan, agreement or arrangement that are not subject only if the aggregate Net After Tax Receipts to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if would thereby be increased. If it determines is determined that the Parachute Payments must total payments should be reduced to the Capped Payments and will send Reduced Amount, any reduction shall be in the order that would provide the Executive with the largest amount of Net After Tax Receipts (subject to the remainder of this sentence, pro rata if two alternatives provide the same result) and shall, to the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of extent permitted by Code Sections Section 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 13, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 13 (“Overpayments”), or that additional amounts should 409A be paid or distributed to the Executive under this Section 13 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency designated by the Internal Revenue Service against Executive. The Executive shall at any time have the Company unilateral right to forfeit any equity grant in whole or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Companyin part.

Code Section 280G. The benefits Notwithstanding any other provision of this Agreement, if it is determined that the Executive may be entitled to receive benefits or payments payable under this Agreement and Agreement, taking into account other benefits that the Executive is entitled to receive or payments provided under other plans, agreements and arrangements (whichor arrangements, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are would subject to Code Sections 280G and 4999. As provided in this Section 13, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (of the “Capped Payments”). ThereafterCode, it must be determined whether the Accounting Firm Executive will determine receive the Net After Tax Amount attributable to total payments due or the Capped PaymentsReduced Amount. The Executive will receive the total Parachute Payments Reduced Amount if the Reduced Amount results in equal or the Capped Payments, whichever provides the Executive with the higher greater Net After Tax AmountReceipts than the Net After Tax Receipts that would result from the Executive receiving the total payments due. If it is determined that the total payments should be reduced to the Reduced Amount, the Company must promptly notify the Executive will receive of that determination, including a copy of the Capped Paymentsdetailed calculations by an accounting firm or other professional organization qualified to make the calculation that was selected by the Company and acceptable to the Executive (the “Accounting Firm”). The Company shall pay the fees and expenses of the Accounting Firm. All determinations made by the Accounting Firm under this Section 6.15 are binding upon the Company and the Executive, subject to any differing determination by the total Parachute Payments will be adjusted by first reducing Internal Revenue Service. It is the amount intention of any benefits the Company and the Executive to reduce the payments under this Agreement or and any other plan, agreement or arrangement that are not subject only if the aggregate Net After Tax Receipts to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if would thereby be increased. If it determines is determined that the Parachute Payments must total payments should be reduced to the Capped Payments and will send Reduced Amount, any reduction shall be in the order that would provide the Executive with the largest amount of Net After Tax Receipts (subject to the remainder of this sentence, pro rata if two alternatives provide the same result) and shall, to the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of extent permitted by Code Sections Section 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 13, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 13 (“Overpayments”), or that additional amounts should 409A be paid or distributed to the Executive under this Section 13 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency designated by the Internal Revenue Service against Executive. The Executive shall at any time have the Company unilateral right to forfeit any equity grant in whole or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Companyin part.

Code Section 280G. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Section 136, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 136, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 13 6 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 6 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 49994999 of the Code. As provided in this Section 1312, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 1312, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 13 12 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 12 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 of the Code or generate a refund of tax imposed under Code Section 49994999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. The Notwithstanding any other provision of this Agreement, if it is determined that benefits that the Executive may be entitled to receive or payments payable under this Agreement and Agreement, taking into account other benefits that the Executive is entitled to receive or payments provided under other plans, agreements and arrangements (whichor arrangements, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are would subject to Code Sections 280G and 4999. As provided in this Section 13, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (section 4999, it must be determined whether the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Reduced Amount. If the The Executive will receive the Capped Reduced Amount if the Reduced Amount results in equal or greater Net After Tax Receipts than the Net After Tax Receipts that would result from the Executive receiving the total Parachute Payments, . If it is determined that the total Parachute Payments will should be adjusted reduced to the Reduced Amount, the Company must promptly notify the Executive of that determination, including a copy of the detailed calculations by first reducing the amount independent accounting firm engaged to audit the Company’s financial statements (the “Accounting Firm”). All determinations made by the Accounting Firm under this Section 5 are binding upon the Company and the Executive. It is the intention of any benefits the Company and the Executive to reduce the Parachute Payments under this Agreement or and any other plan, agreement or arrangement that are not subject only if the aggregate Net After Tax Receipts to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must would thereby be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determinationincreased. As a result of the uncertainty in the application of Code Sections 280G and section 4999 at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 13Firm, however, it is possible that amounts will have been paid or distributed to or for the benefit of the Executive which should not have been so paid or distributed (“Overpayment”) or that should additional amounts which will not have been paid or distributed under this Section 13 to or for the benefit of the Executive should have been so paid or distributed (“OverpaymentsUnderpayment”), or that additional amounts should be paid or distributed to in each case, consistent with the Executive under this Section 13 (“Underpayments”)calculation of the Reduced Amount. If the Accounting Firm determinesFirm, based on either upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, Executive which assertion the Accounting Firm believes has a high probability of success or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment must be treated (if permitted by applicable law) for all purposes as a loan ab initio for which the Executive must repay to the Company, without interestCompany together with interest at the applicable federal rate under Code section 7872(f)(2); provided, however, that no such loan will may be deemed to have been made and no amount will shall be payable by the Executive to the Company unless, if and then only to the extent that, the such deemed loan and payment would not either reduce the amount on which the Executive is subject to tax under Code Section section 4999 or generate a refund of tax imposed under Code Section 4999such taxes. If the Accounting Firm determinesFirm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, the Accounting Firm will must promptly notify the Executive and the Company of that determination and the amount of that the Underpayment will and such amount, together with interest at the applicable federal rate under Code section 7872(f)(2) must be paid to the Executive promptly Executive. If it is determined that the total Parachute Payments should be reduced to the Reduced Amount, then the reduction shall first apply to Parachute Payments that are not subject to Code section 409A (and by the Companyfirst reducing such payments that are not payable in cash and then by reducing cash payments) and thereafter, if necessary, by reducing Parachute Payments that are subject to Code section 409A (and by first reducing such payments that are not payable in cash and then by reducing cash payments).

Code Section 280G. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 49994999 of the Code. As provided in this Section 1312, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted reduced until the value of the remaining Parachute Payments for purposes of Section 280G of the Code equals the Capped Amount. The reduction shall be effected by the Committee by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with by reducing such benefits in the source order that maximizes the reduction in the value of the reduction to be directed by Parachute Payments under Section 280G of the ParticipantCode) and then by the Committee reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with by reducing such benefits in the source order that maximizes the reduction in the value of the reduction to be directed by Parachute Payments under Section 280G of the ParticipantCode). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 1312, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 13 12 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 12 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay such Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 of the Code or generate a refund of tax imposed under Code Section 49994999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 49994999 of the Code. As provided in this Section 1312, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing proportionally the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant)Code. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 1312, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 13 12 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 12 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive, which assertion the Accounting Firm reasonably believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 of the Code or generate a refund of tax imposed under Code Section 49994999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. The Notwithstanding any other provision of this Agreement, if it is determined that benefits that the Executive may be entitled to receive or payments payable under this Agreement and Agreement, taking into account other benefits that the Executive is entitled to receive or payments provided under other plans, agreements and arrangements (whichor arrangements, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are would subject to Code Sections 280G and 4999. As provided in this Section 13, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (section 4999, it must be determined whether the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Reduced Amount. If the The Executive will receive the Capped Reduced Amount if the Reduced Amount results in equal or greater Net After Tax Receipts than the Net After Tax Receipts that would result from the Executive receiving the total Parachute Payments, . If it is determined that the total Parachute Payments will should be adjusted reduced to the Reduced Amount, the Company must promptly notify the Executive of that determination, including a copy of the detailed calculations by first reducing an accounting firm or other professional organization qualified to make the amount calculation that was selected by the Company and acceptable to the Executive (the “Accounting Firm”). The Company shall pay the fees and expenses of any benefits the Accounting Firm. All determinations made by the Accounting Firm under this Section 5 are binding upon the Company and the Executive. It is the intention of the Company and the Executive to reduce the Parachute Payments under this Agreement or and any other plan, agreement or arrangement that are not subject only if the aggregate Net After Tax Receipts to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must would thereby be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determinationincreased. As a result of the uncertainty in the application of Code Sections 280G and section 4999 at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 13Firm, however, it is possible that amounts will have been paid or distributed to or for the benefit of the Executive which should not have been so paid or distributed (“Overpayment”) or that should additional amounts which will not have been paid or distributed under this Section 13 to or for the benefit of the Executive should have been so paid or distributed (“OverpaymentsUnderpayment”), or that additional amounts should be paid or distributed to in each case, consistent with the Executive under this Section 13 (“Underpayments”)calculation of the Reduced Amount. If the Accounting Firm determinesFirm, based on either upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, Executive which assertion the Accounting Firm believes has a high probability of success or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment must be treated (if permitted by applicable law) for all purposes as a loan ab initio for which the Executive must repay to the Company, without interestCompany together with interest at the applicable federal rate under Code section 7872(f)(2); provided, however, that no such loan will may be deemed to have been made and no amount will shall be payable by the Executive to the Company unless, if and then only to the extent that, the such deemed loan and payment would not either reduce the amount on which the Executive is subject to tax under Code Section section 4999 or generate a refund of tax imposed under Code Section 4999such taxes. If the Accounting Firm determinesFirm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, the Accounting Firm will must promptly notify the Executive and the Company of that determination and the amount of that the Underpayment will and such amount, together with interest at the applicable federal rate under Code section 7872(f)(2), must be paid to the Executive promptly by Executive. If it is determined that the Companytotal Parachute Payments should be reduced to the Reduced Amount, then such reduction shall be applied in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments due in respect of any equity valued at full value under Treasury Regulation section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation section 1.280G-1, Q&A 24); (iv) payments due in respect of any equity valued at less than full value under Treasury Regulation section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation section 1.280G-1, Q&A 24); and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.

Code Section 280G. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 49994999 of the Code. As provided in this Section 1311, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 1311, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 13 11 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 11 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 of the Code or generate a refund of tax imposed under Code Section 49994999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. The benefits that the Executive may be entitled to receive under Notwithstanding anything in this Agreement and other benefits that to the Executive is entitled to receive under other planscontrary, agreements and arrangements (which, together with if the aggregate amount of the benefits provided and payments under this Agreement, are referred and other payments and benefits which the Executive has the right to as receive from the Corporation (including the value of any equity rights which become vested upon a Change in Control) (the “Total Payments”)) would constitute a “parachute payment” as defined in Section 280G of the US Internal Revenue Code of 1986, may constitute Parachute Payments as amended, such that are the Executive would be subject to the excise tax under Code Sections 280G and 4999. As provided Section 4999 of the Code, then the Accounting Firm (defined below in this Section 139) shall determine which of the following has a greater aggregate value for the Executive, the Parachute Payments will which greater value shall be reduced if, and only paid to the extent that, a reduction will allow Executive: (a) The after-tax amount that would be retained by the Executive to receive a greater Net After Tax Amount than (after taking into account all required income taxes payable by the Executive would receive absent a reduction. The Accounting Firm will first determine and the amount of any Parachute Payments excise taxes that are would be payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to by the Executive without subjecting the Executive to tax under Code Section 4999 (the “Capped Excise Taxes”)) if the Executive were to receive the Total Payments, or (b) The after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive) if the Executive were to receive the Total Payments reduced to the largest amount that would result in no portion of the Total Payments being subject to Excise Taxes (the “Reduced Payments”). ThereafterIf the Total Payments are payable to the Executive, the Accounting Firm Corporation shall not reimburse the Executive for any Excise Taxes imposed on the Executive or provide any such other compensation (whether through a tax gross-up or otherwise) to mitigate the effects of the Excise Taxes. If the Executive is to receive Reduced Payments, the Total Payments payable will determine be reduced or eliminated in the Net After Tax Amount attributable to the Capped Paymentsfollowing order: (1) cash payments, (2) taxable benefits, (3) nontaxable benefits and (4) accelerated vesting of equity awards. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If determination of whether the Executive will receive the Capped Total Payments or the Reduced Payments, and the total Parachute Payments will be adjusted by first reducing calculation of the amount of any benefits under this Agreement or any other planthe Reduced Payments, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to if applicable, shall be directed performed by a nationally recognized certified public accounting firm selected by the Participant) and then by reducing Corporation (the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant“Accounting Firm”). The Accounting Firm will notify In the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time event that the Accounting Firm makes its is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Corporation may appoint another nationally recognized accounting firm to make the determinations under this Section 13, it is possible that amounts will have been paid or distributed required hereunder (which accounting firm shall then be referred to the Executive that should not have been paid or distributed under this Section 13 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 (“Underpayments”). If as the Accounting Firm determines, based on either the assertion hereunder). All fees and expenses of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will shall be deemed to have been made and no amount will be payable borne solely by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the CompanyCorporation.

Code Section 280G. The benefits (a) If it shall be determined that any benefit provided to the Executive may or payment or distribution by or for the account of the Company to or for the benefit of the Executive, whether provided, paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”) would be entitled subject to receive the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by the Executive with respect to such excise tax resulting from any action or inaction by the Company (such excise tax, together with any such interest and penalties, collectively, the “Excise Tax”), then the amounts payable under this Agreement and other benefits shall be reduced so that the Executive is entitled to receive under other plansParachute Value of all Payments, agreements and arrangements (whichin the aggregate, together with equals the benefits Safe Harbor Amount; provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided such reduction shall only be made if such reduction results in this Section 13, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to more favorable after-tax position for the Executive. The Accounting Firm also will determine payment reduction contemplated by the Net After Tax Amount attributable preceding sentence, if any, shall be implemented by determining the Parachute Payment Ratio for each “parachute payment” and then reducing the parachute payments in order beginning with the parachute payment with the highest Parachute Payment Ratio. For parachute payments with the same Parachute Payment Ratio, such parachute payments shall be reduced based on the time of payment of such parachute payments, with amounts having later payment dates being reduced first. For parachute payments with the same Parachute Payment Ratio and the same time of payment, such parachute payments shall be reduced on a pro rata basis (but not below zero) prior to reducing parachute payments with a lower Parachute Payment Ratio. (b) All determinations required to be made under this Section 9, shall be made by the Company’s independent, certified public accounting firm or such other certified public accounting firm as may be designated by the Company prior to the Executive’s total Parachute Payments. The Accounting Firm will next determine change in ownership or effective control (as defined for purposes of Section 280G of the largest amount Code) of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 Company (a “280G Change in Control”) (the “Capped PaymentsAccounting Firm”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable ) which shall provide detailed supporting calculations both to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides Company and the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A within fifteen (15) business days of the Code (with the source receipt of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 13, it is possible that amounts will have been paid or distributed to notice from the Executive that should not have there has been paid or distributed under this Section 13 (“Overpayments”)a Payment, or that additional amounts should be paid or distributed to such earlier time as is requested by the Executive under this Section 13 (“Underpayments”)Company. If the Accounting Firm determinesis serving as accountant or auditor for the individual, based on either entity or group effecting a 280G Change in Control, the assertion of a deficiency by the Internal Revenue Service against Executive shall appoint another nationally recognized accounting firm which is reasonably acceptable to the Company or to make the Executive, determinations required hereunder (which assertion accounting firm shall then be referred to as the Accounting Firm believes has a high probability hereunder). All fees and expenses of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, shall be borne solely by the Company. Any determination by the Accounting Firm will notify shall be binding upon the Executive Company and the Company Executive. (c) The following terms shall have the following meanings for purposes of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.this Section 9:

Code Section 280G. The In the event that part or all of the consideration, compensation or benefits to be paid to Executive under this Agreement together with the aggregate present value of payments, consideration, compensation and benefits under all other plans, arrangements and agreements applicable to Executive, constitute “excess parachute payments” under Section 280G(b) of the Code subject to an excise tax under Section 4999 of the Code (collectively, the “Parachute Amount”), the amount of excess parachute payments which would otherwise be payable to Executive or for Executive’s benefit under this Agreement shall be reduced to the extent necessary so that no amount of the Parachute Amount is subject to an excise tax under Section 4999 of the Code (the “Reduced Amount”); provided that such amounts shall not be so reduced if, without such reduction, Executive may would be entitled to receive and retain, on a net after tax basis (including, without limitation, after any excise taxes payable under Section 4999), an amount of the Parachute Amount which is greater than the amount, on a net after tax basis, that Executive would be entitled to retain upon receipt of the Reduced Amount. If the foregoing determination results in a reduction of the payments by the Reduced Amount, such reduction in payments due under this Agreement shall be first applied to reduce any cash severance payments that Executive would otherwise be entitled to receive hereunder and shall thereafter be applied to reduce other payments and benefits in a manner that would not result in subjecting Executive to additional taxation under Section 409A of the Code. Within ten days following such determination, but not later than thirty days following the date of the event under Section 280G(b)(2)(A)(i), the Company shall pay or distribute to Executive or for Executive’s benefit such amounts as are then due to Executive under this Agreement and other benefits that shall promptly pay or distribute to Executive or for his or her benefit in the future such amounts as become due to Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Section 13, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify Unless the Executive and the Company if it determines that otherwise agree in writing, any determination required under this Section 8.2 shall be made in writing by the Parachute Payments must be reduced Company’s independent public accountants immediately prior to the Capped Payments Change of Control or such other person or entity as determined in good faith by the Company (the “Accounting Firm”), whose determination shall be conclusive and will send binding upon the Executive and the Company a copy Company. For purposes of its detailed making the calculations supporting that determination. As a result of required by this Section 8.2, the uncertainty in Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 at of the time that the Accounting Firm makes its determinations under this Section 13, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 13 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 (“Underpayments”)Code. If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the The Executive and the Company of that determination and the amount of that Underpayment will be paid shall furnish to the Executive promptly Accounting Firm such information and documents as the Accounting Firm may reasonably request in order to make a determination under this Section 8.2. The Company shall bear all costs the Accounting Firm may incur in connection with any calculations contemplated by the Companythis Section 8.2.

Code Section 280G. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Section 13, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than If any payment or benefit the Executive would receive absent pursuant to a reductionChange of Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The Accounting Firm will first determine “Reduced Amount” shall be either (x) the amount largest portion of any Parachute Payments the Payment that are payable would result in no portion of the Payment being subject to the Executive. The Accounting Firm also will determine Excise Tax, or (y) the Net After largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax Amount attributable to (all computed at the highest applicable marginal rate), results in the Executive’s total Parachute Payments. The Accounting Firm will next determine receipt, on an after-tax basis, of the largest greater amount of Payments the Payment notwithstanding that all or some portion of the Payment may be made subject to the Executive without subjecting Excise Tax. Any reduction shall be made in the Executive following manner: first a pro rata reduction of (i) cash payments subject to tax under Section 409A of the Code Section 4999 as deferred compensation and (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are ii) cash payments not subject to Section 409A of the Code Code, and second a pro rata cancellation of (with the source i) equity-based compensation subject to Section 409A of the reduction Code as deferred compensation and (ii) equity-based compensation not subject to Section 409A of the Code. Reduction in either cash payments or equity compensation benefits shall be directed by the Participant) made pro rata between and then by reducing the amount of any among benefits under this Agreement or any other plan, agreement or arrangement that which are subject to Section 409A of the Code (with the source and benefits which are exempt from Section 409A of the reduction to be directed Code. The accounting firm engaged by the Participant). The Accounting Firm will notify Company for general audit purposes as of the Executive and the Company if it determines that the Parachute Payments must be reduced day prior to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result effective date of the uncertainty in Change of Control shall perform the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 13, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 13 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 (“Underpayments”)foregoing calculations. If the Accounting Firm determines, based on either the assertion of a deficiency accounting firm so engaged by the Internal Revenue Service against Company is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and the Executive within fifteen (15) calendar days after the date on which the Executive’s right to a Payment is triggered (if requested at that time by the Company or the Executive) or such other time as requested by the Company or the Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, which assertion either before or after the Accounting Firm believes has a high probability application of success or controlling precedent or substantial authoritythe Reduced Amount, that an Overpayment has been made, it shall furnish the Company and the Executive must repay with an opinion reasonably acceptable to the Company, without interest; provided, however, Executive that no loan Excise Tax will be deemed imposed with respect to have been such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and no amount will be payable by conclusive upon the Company and the Executive. The Company agrees to cooperate with the Executive to minimize the Company unless, and then only amount of any payment to the extent that, the deemed loan and payment would either reduce the amount on which the Executive that is subject to tax under Code Section 4999 or generate a refund 280G of tax imposed under Code Section 4999. If the Accounting Firm determinesCode, based upon controlling precedent or substantial authority, that an Underpayment has occurred, including soliciting the Accounting Firm will notify the Executive and the Company consent of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company’s stockholders, as applicable, to such payment under Section 280G(b)(5) of the Code.

Code Section 280G. (A) Anything in the Agreement to the contrary notwithstanding, in the event the Auditor determines that receipt of all Payments would subject the Executive to the Excise Tax, the Auditor shall determine whether to reduce any of the Payments that are otherwise payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The benefits Agreement Payments shall be so reduced only if the Auditor determines that the Executive may be entitled to receive under this would have a greater Net After-Tax Receipt of aggregate Payments if the Agreement and other benefits Payments were so reduced. If the Auditor determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive the full amount of all Agreement Payments to which the Executive is otherwise entitled to receive under other planshereunder. The Auditor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, agreements and arrangements (which, together with good faith interpretations concerning the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code application of Sections 280G and 4999. As provided 4999 of the Code in making its determination under this Section 135.2. (B) If the Auditor determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Auditor under this Section 5.2 shall be binding upon the Company and the Executive. For purposes of reducing the Agreement Payments so that the Parachute Payments Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits in the following order: (i) reduction of cash payments, which will occur in reverse chronological order with the cash payment owed on the latest date following the event triggering the Excise Tax being the first cash payment to be reduced; (ii) cancellation of accelerated vesting of equity awards, which will occur in the reverse order of the date of grant for the stock awards (i.e., the vesting of the most recently granted equity awards will be reduced iffirst); and (iii) reduction of other employee benefits, and only to the extent that, a reduction which will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive occur in reverse chronological order with the higher Net After benefit owed on the latest date following the event triggering the Excise Tax Amountbeing the first benefit to be reduced. If the Executive will receive the Capped PaymentsWith respect to each of clauses (i)-(iii), the total Parachute Payments will be adjusted by first reducing the amount of if any payments or benefits under this Agreement or any other plan, agreement or arrangement that are not constitute deferred compensation subject to Section 409A of the Code (with Code, the source reduction will occur first as to amounts that are not deferred. If two or more of the reduction to be directed by same type of awards are granted on the Participant) and then by reducing same date, the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (parachute payments associated with the source of the reduction to be directed by the Participant). The Accounting Firm each award will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company on a copy pro-rata basis. (C) For purposes of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 13, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 13 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made5.2, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.following definitions apply:

Code Section 280G. The (a) This Section 8.2 applies only if it is determined that the Executive’s receipt of benefits or payments that the Executive may be is entitled to receive under this Agreement and Agreement, taking into account other benefits or payments that the Executive is entitled to receive under other plans, agreements and or arrangements (which, together with the payments and benefits provided due under this Agreement, are referred to as the “Payments”), may constitute Parachute Payments that are would subject to Code Sections 280G and 4999. As provided in this Section 13, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 of the Code. (b) The independent accounting firm engaged to audit the Company’s financial statements immediately before the Change in Control (the “Capped PaymentsAccounting Firm”). Thereafter, must determine whether some amount of the Payments would meet the definition below of a “Reduced Amount.” If the Accounting Firm will determine determines that there is a Reduced Amount, the Net After Tax Amount attributable Payments must be reduced to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Paymentssuch Reduced Amount, whichever provides the Executive with the higher Net After Tax Amountbut not below zero. If the Executive will receive Accounting Firm determines that there is a Reduced Amount, and that the Capped PaymentsPayments must be reduced, the total Parachute Payments will Company must promptly notify the Executive of that determination and furnish the Executive a copy of the detailed calculations prepared by the Accounting firm. Any reduction required under this subsection (b) shall be adjusted effected by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement Payments that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) first reducing any such Payments that are not payable in cash and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement such Payments payable in cash) and thereafter reducing Payments that are subject to Section 409A of the Code (with the source of the reduction to be directed Code. All determinations made by the Participant). The Accounting Firm will notify under this section are binding on the Executive and the Company if it Company. (c) If the Accounting Firm determines that there is not a Reduced Amount, the Parachute Payments must shall not be reduced to the Capped Payments and will send the Executive and the Company will make a copy tax indemnification payment (the “Additional Payment”) to the Executive in an amount sufficient to hold the Executive harmless from any and all federal, state and local income or excise taxes that the Executive incurs as a result of its detailed calculations supporting that determinationincurring any excise tax imposed under Section 4999 of the Code and the Executive’s receipt of the tax indemnification payment. The Additional Payment shall be paid to the Executive, in a single cash payment, within ten days after the Executive’s payment of the excise tax imposed under Section 4999 of the Code with respect to the Payments. (d) As a result of the uncertainty in the application of Section 4999 of the Code Sections 280G and 4999 at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 13Section, it is possible that amounts will have been paid or distributed to or for the benefit of the Executive which should not have been so paid or distributed under this Section 8.2 (“Overpayment”) or that should additional amounts which will not have been paid or distributed to or for the benefit of the Executive could have been so paid or distributed under this Section 13 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 8.2 (“Underpayments”), in each case, consistent with the calculation of the Reduced Amount. If the Accounting Firm determinesFirm, based on either upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, Executive which assertion the Accounting Firm believes has a high probability of success or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment, and any portion of an Additional Payment previously paid to the Executive that is attributable to the Overpayment, must be treated (if permitted by applicable law) for all purposes as a loan ab initio for which the Executive must repay to the Company, without interestCompany together with interest at the applicable federal rate under Section 7872(f)(2) of the Code; provided, however, that no such loan will may be deemed to have been made and no amount will shall be payable by the Executive to the Company unless, if and then only to the extent that, the such deemed loan and payment would not either reduce the amount on which the Executive is subject to tax under Section 1 or 4999 of the Code Section 4999 or generate a refund of tax imposed under Code Section 4999such taxes. If the Accounting Firm determinesFirm, based upon controlling precedent or other substantial authority, determines that that an Underpayment has occurred, the Accounting Firm will must promptly notify the Company and the Executive of the amount of the Underpayment and the Company must pay such amount (plus any tax indemnification determined under subsection (c) on the Underpayment), together with interest at the applicable federal rate under Section 7872(f)(2) of that determination the Code, to the Executive. (e) For purposes of this Section 8.2, (i) “Net After Tax Receipt” means the Present Value of some or all of the Payments net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code, determined by applying the highest marginal rate under Section 1 of the Code which applied to the Executive’s taxable income for the immediately preceding taxable year, (ii) “Present Value” means the value determined in accordance with Section 280G(d)(4) of the Code, and (iii) “Reduced Amount” means the smallest aggregate amount of that Underpayment will be the Payments which (a) is less than the sum of all of the Payments and (b) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result if the portion of the Payments paid to the Executive promptly by were any other amount less than the Companytotal Payments.

Code Section 280G. The benefits that Unless the Executive may be entitled to receive under parties agree otherwise, notwithstanding anything in this Agreement and other benefits that to the Executive is entitled to receive under other planscontrary, agreements and arrangements (which, together with if the aggregate amount of the benefits provided and payments under this Agreement, are referred and other payments and benefits which the Executive has the right to as receive from the Corporation (including the value of any equity rights which become vested upon a Change in Control) (the “Total Payments”)) would constitute a “parachute payment” as defined in Section 280G of the US Internal Revenue Code of 1986, may constitute Parachute Payments as amended, such that are the Executive would be subject to the excise tax under Code Sections 280G and 4999. As provided Section 4999 of the Code, then the Accounting Firm (defined below in this Section 139) shall determine which of the following has a greater aggregate value for the Executive, the Parachute Payments will which greater value shall be reduced if, and only paid to the extent that, a reduction will allow Executive: (a) The after-tax amount that would be retained by the Executive to receive a greater Net After Tax Amount than (after taking into account all required income taxes payable by the Executive would receive absent a reduction. The Accounting Firm will first determine and the amount of any Parachute Payments excise taxes that are would be payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to by the Executive without subjecting the Executive to tax under Code Section 4999 (the “Capped Excise Taxes”)) if the Executive were to receive the Total Payments, or (b) The after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive) if the Executive were to receive the Total Payments reduced to the largest amount that would result in no portion of the Total Payments being subject to Excise Taxes (the “Reduced Payments”). ThereafterIf the Total Payments are payable to the Executive, the Accounting Firm Corporation shall not reimburse the Executive for any Excise Taxes imposed on the Executive or provide any such other compensation (whether through a tax gross-up or otherwise) to mitigate the effects of the Excise Taxes. If the Executive is to receive Reduced Payments, the Total Payments payable will determine be reduced or eliminated in the Net After Tax Amount attributable to the Capped Paymentsfollowing order: (1) cash payments, (2) taxable benefits, (3) nontaxable benefits and (4) accelerated vesting of equity awards. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If determination of whether the Executive will receive the Capped Total Payments or the Reduced Payments, and the total Parachute Payments will be adjusted by first reducing calculation of the amount of any benefits under this Agreement or any other planthe Reduced Payments, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to if applicable, shall be directed performed by a nationally recognized certified public accounting firm selected by the Participant) and then by reducing Corporation (the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant“Accounting Firm”). The Accounting Firm will notify In the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time event that the Accounting Firm makes its is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Corporation may appoint another nationally recognized accounting firm to make the determinations under this Section 13, it is possible that amounts will have been paid or distributed required hereunder (which accounting firm shall then be referred to the Executive that should not have been paid or distributed under this Section 13 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 (“Underpayments”). If as the Accounting Firm determines, based on either the assertion hereunder). All fees and expenses of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will shall be deemed to have been made and no amount will be payable borne solely by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the CompanyCorporation.

Code Section 280G. The benefits (a) If it shall be determined that any benefit provided to the Executive may or payment or distribution by or for the account of the Company to or for the benefit of the Executive, whether provided, paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”) would be entitled subject to receive the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by the Executive with respect to such excise tax resulting from any action or inaction by the Company (such excise tax, together with any such interest and penalties, collectively, the “Excise Tax”), then the amounts payable under this Agreement and other benefits shall be reduced so that the Executive is entitled to receive under other plansParachute Value of all Payments, agreements and arrangements (whichin the aggregate, together with equals the benefits Safe Harbor Amount; provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided such reduction shall only be made if such reduction results in this Section 13, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to more favorable after-tax position for the Executive. The Accounting Firm also will determine payment reduction contemplated by the Net After Tax Amount attributable preceding sentence, if any, shall be implemented by determining the Parachute Payment Ratio for each “parachute payment” and then reducing the parachute payments in order beginning with the parachute payment with the highest Parachute Payment Ratio. For parachute payments with the same Parachute Payment Ratio, such parachute payments shall be reduced based on the time of payment of such parachute payments, with amounts having later payment dates being reduced first. For parachute payments with the same Parachute Payment Ratio and the same time of payment, such parachute payments shall be reduced on a pro rata basis (but not below zero) prior to reducing parachute payments with a lower Parachute Payment Ratio. (b) All determinations required to be made under this Section 9, shall be made by the Company’s independent, certified public accounting firm or such other certified public accounting firm, law firm or 280G consulting firm, as may be designated by the Company prior to the Executive’s total Parachute Payments. The Accounting Firm will next determine change in ownership or effective control (as defined for purposes of Section 280G of the largest amount Code) of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 Company (a “280G Change in Control”) (the “Capped PaymentsAccounting Firm”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable ) which shall provide detailed supporting calculations both to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides Company and the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A within fifteen (15) business days of the Code (with the source receipt of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 13, it is possible that amounts will have been paid or distributed to notice from the Executive that should not have there has been paid or distributed under this Section 13 (“Overpayments”)a Payment, or that additional amounts should be paid or distributed to such earlier time as is requested by the Executive under this Section 13 (“Underpayments”)Company. If the Accounting Firm determinesis serving as accountant or auditor for the individual, based on either entity or group effecting a 280G Change in Control, the assertion of a deficiency by the Internal Revenue Service against Executive shall appoint another nationally recognized accounting firm which is reasonably acceptable to the Company or to make the Executive, determinations required hereunder (which assertion accounting firm shall then be referred to as the Accounting Firm believes has a high probability hereunder). All fees and expenses of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, shall be borne solely by the Company. Any determination by the Accounting Firm will notify shall be binding upon the Executive Company and the Company Executive. (c) The following terms shall have the following meanings for purposes of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.this Section 9:

Code Section 280G. The benefits (a) If it shall be determined that any benefit provided to the Executive may or payment or distribution by or for the account of the Company or its affiliates to or for the benefit of the Executive, whether provided, paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”) would be entitled subject to receive the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by the Executive with respect to such excise tax resulting from any action or inaction by the Company or its affiliates (such excise tax, together with any such interest and penalties, collectively, the “Excise Tax”), then the amounts payable under this Agreement and other benefits shall be reduced so that the Executive is entitled to receive under other plansParachute Value of all Payments, agreements and arrangements (whichin the aggregate, together with equals the benefits Safe Harbor Amount; provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided such reduction shall only be made if such reduction results in this Section 13, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to more favorable after-tax position for the Executive. The Accounting Firm also will determine payment reduction contemplated by the Net After Tax Amount attributable preceding sentence, if any, shall be implemented by determining the Parachute Payment Ratio for each “parachute payment” and then reducing the parachute payments in order beginning with the parachute payment with the highest Parachute Payment Ratio. For parachute payments with the same Parachute Payment Ratio, such parachute payments shall be reduced based on the time of payment of such parachute payments, with amounts having later payment dates being reduced first. For parachute payments with the same Parachute Payment Ratio and the same time of payment, such parachute payments shall be reduced on a pro rata basis (but not below zero) prior to reducing parachute payments with a lower Parachute Payment Ratio. (b) All determinations required to be made under this Section 9, shall be made by the Company’s independent, certified public accounting firm or such other certified public accounting firm as may be designated by the Company prior to the Executive’s total Parachute Payments. The Accounting Firm will next determine change in ownership or effective control (as defined for purposes of Section 280G of the largest amount Code) of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 Company (a “280G Change in Control”) (the “Capped PaymentsAccounting Firm”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable ) which shall provide detailed supporting calculations both to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides Company and the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A within fifteen (15) business days of the Code (with the source receipt of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 13, it is possible that amounts will have been paid or distributed to notice from the Executive that should not have there has been paid or distributed under this Section 13 (“Overpayments”)a Payment, or that additional amounts should be paid or distributed to such earlier time as is requested by the Executive under this Section 13 (“Underpayments”)Company. If the Accounting Firm determinesis serving as accountant or auditor for the individual, based on either entity or group effecting a 280G Change in Control, the assertion of a deficiency by the Internal Revenue Service against Executive shall appoint another nationally recognized accounting firm which is reasonably acceptable to the Company or to make the Executive, determinations required hereunder (which assertion accounting firm shall then be referred to as the Accounting Firm believes has a high probability hereunder). All fees and expenses of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, shall be borne solely by the Company. Any determination by the Accounting Firm will notify shall be binding upon the Executive Company and the Company Executive. (c) The following terms shall have the following meanings for purposes of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.this Section 9:

Code Section 280G. The benefits (a) Anything in this Agreement to the contrary notwithstanding, in the event that the Accounting Firm (as defined below) determines that receipt of all Payments (as defined below) would subject the Executive to the tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Accounting Firm shall determine whether to reduce any of the Agreement Payments (as defined below) to the Executive so that the Parachute Value (as defined below) of all Payments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount (as defined below). Agreement Payments shall be so reduced only if the Accounting Firm determines that the Executive may be entitled would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to receive under this Agreement and other benefits that which the Executive is entitled hereunder. (b) If the Accounting Firm determines that the aggregate Agreement Payments to receive under other plansthe Executive should be reduced so that the Parachute Value of all Payments to the Executive, agreements in the aggregate, equals the applicable Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and arrangements (which, together with a copy of the benefits provided detailed calculation thereof. All determinations made by the Accounting Firm under this AgreementSection 5 shall be binding upon the Company and the Executive and shall be made as soon as reasonably practicable and in no event later than fifteen (15) days following the date of the Executive’s termination of employment. For purposes of reducing the Agreement Payments to the Executive so that the Parachute Value of all Payments to the Executive, are referred to as “in the aggregate, equals the applicable Safe Harbor Amount, only Agreement Payments (and no other Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999) shall be reduced. As provided in The reduction contemplated by this Section 135, the Parachute Payments will if applicable, shall be reduced if, made by reducing payments and only benefits (to the extent thatsuch amounts are considered Payments) under the following sections in the following order: (i) any Payments under Section 3(e), a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of (ii) any Parachute Payments under Section 3(d), and (iii) any other cash Agreement Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to would be made upon a termination of the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments employment, beginning with payments that may would be made to the Executive without subjecting the Executive to tax under Code Section 4999 last in time. (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participantc) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and Section 4999 at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 13hereunder, 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 that should not have been so paid or distributed under this Section 13 (each, an “OverpaymentsOverpayment”), ) or that additional amounts should be which will have not been paid or distributed by the Company to or for the benefit of the Executive under pursuant to this Section 13 Agreement could have been so paid or distributed (each, an “UnderpaymentsUnderpayment”), in each case consistent with the calculation of the applicable Safe Harbor Amount hereunder. If In the event that the Accounting Firm determinesFirm, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, Executive which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authoritysuccess, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive must repay shall be repaid by the Executive to the Company, without interesttogether with interest at the applicable federal rate provided for in Code Section 7872(f)(2); provided, however, that no loan will such repayment shall be deemed to have been made required if and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the such deemed loan and payment repayment would not either reduce the amount on which the Executive is subject to tax under Code Section Sections 1 and 4999 or generate a refund of tax imposed under Code Section 4999such taxes. If In the event that the Accounting Firm determinesFirm, based upon on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive, together with interest at the applicable federal rate provided for in Code Section 7872(f)(2). (d) In connection with making determinations under this Section 5, the Accounting Firm will notify 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 that determination any such services, including any non-competition provisions. (e) All fees and expenses of the amount Accounting Firm in implementing the provisions of that Underpayment will this Section 5 shall be paid to the Executive promptly borne by the Company.

Code Section 280G. (a) The severance pay and other payments, distributions and benefits that provided by the Executive may be entitled Company to receive under or for your benefit pursuant to this Agreement and other benefits that the Executive is entitled to receive under other plans, programs, and agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to the “golden parachute” rules of Code Sections section 280G and the excise tax of Code section 4999. As provided in this Section 13, the The Company and you intend to reduce any Parachute Payments will be reduced (but not any payment, distribution or other benefit that is not a Parachute Payment) if, and only to the extent that, a reduction will allow the Executive you to receive a greater Net After Tax Amount than the Executive you would receive absent a reduction. The remaining provisions of this subsection describe how that intent will be effectuated. (b) The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executiveyou. The Accounting Firm will also will determine the Net After Tax Amount attributable to the Executive’s your total Parachute Payments. . (c) The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (the “your Capped Parachute Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the your Capped Parachute Payments. The Executive . (d) You will receive the total Parachute Payments or unless the Accounting Firm determines that the Capped Payments, whichever provides the Executive with the Parachute Payments will yield you a higher Net After Tax Amount. If the Executive , in which case you will receive the Capped Parachute Payments. If you will receive the Capped Parachute Payments, the your total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section Code section 409A of the Code (with the source of the reduction to be directed and by the Participant) and then by next reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section Code section 409A of the Code (in each case with the source of the reduction to be directed by the Participantreductions first coming from cash benefits and then from noncash benefits). The Accounting Firm will notify the Executive you and the Company if it determines that the Parachute Payments must be reduced to the Capped Parachute Payments and will send the Executive you and the Company a copy of its detailed calculations supporting that determination. . (e) As a result of the any uncertainty in the application of Code Sections sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 136, it is possible that amounts will have been paid or distributed to the Executive you that should not have been paid or distributed under this Section 13 6 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive you under this Section 13 6 (“Underpayments”). If the Accounting Firm determines, based on either controlling precedent, substantial authority or the assertion of a deficiency by the Internal Revenue Service against the Company you or the ExecutiveCompany, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authoritysuccess, that an Overpayment has been made, then you shall have an obligation to pay the Executive must repay Company upon demand an amount equal to the Company, without interestsum of the Overpayment plus interest on such Overpayment at the prime rate provided in Code section 7872(f)(2) from the date of your receipt of such Overpayment until the date of such repayment; provided, however, that no loan will you shall be deemed obligated to have been made and no amount will be payable by the Executive to the Company unlessmake such repayment if, and then only to the extent thatextent, that the deemed loan and payment repayment would either reduce the amount on which the Executive is you are subject to tax under Code Section section 4999 or generate a refund of tax imposed under Code Section section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive you and the Company of that determination and the Company will pay the amount of that Underpayment will be to you promptly in a lump sum, with interest calculated on such Underpayment at the prime rate provided in Code section 7872(f)(2) from the date such Underpayment should have been paid to the Executive promptly until actual payment. (f) All determinations made by the Company.Accounting Firm under this Section 6 are binding on you and the Company and must be made as soon as practicable but no later than thirty days after your Date of

Code Section 280G. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Section 135, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 135, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 13 5 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 5 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. The In the event that part or all of the consideration, compensation or benefits to be paid to Executive under this Agreement together with the aggregate present value of payments, consideration, compensation and benefits under all other plans, arrangements and agreements applicable to Executive, constitute “excess parachute payments” under Section 280G(b) of the Code subject to an excise tax under Section 4999 of the Code (collectively, the “Parachute Amount”), the amount of excess parachute payments which would otherwise be payable to Executive or for Executive’s benefit under this Agreement shall be reduced to the extent necessary so that no amount of the Parachute Amount is subject to an excise tax under Section 4999 of the Code (the “Reduced Amount”); provided that such amounts shall not be so reduced if, without such reduction, Executive may would be entitled to receive and retain, on a net after tax basis (including, without limitation, after any excise taxes payable under Section 4999), an amount of the Parachute Amount which is greater than the amount, on a net after tax basis, that Executive would be entitled to retain upon receipt of the Reduced Amount. If the foregoing determination results in a reduction of the payments by the Reduced Amount, such reduction in payments due under this Agreement shall be first applied to reduce any cash severance payments that Executive would otherwise be entitled to receive hereunder and shall thereafter be applied to reduce other payments and benefits in a manner that would not result in subjecting Executive to additional taxation under Section 409A of the Code. Within ten days following such determination, but not later than thirty days following the date of the event under Section 280G(b)(2)(A)(i), the Company shall pay or distribute to Executive or for Executive’s benefit such amounts as are then due to Executive under this Agreement and other benefits that shall promptly pay or distribute to Executive or for his or her benefit in the future such amounts as become due to Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Section 13, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify Unless the Executive and the Company if it determines that otherwise agree in writing, any determination required under this Section 8.2 shall be made in writing by the Parachute Payments must be reduced Company’s independent public accountants immediately prior to the Capped Payments Change of Control or such other person or entity as determined in good faith by the Company (the “Accounting Firm”), whose determination shall be conclusive and will send binding upon the Executive and the Company a copy Company. For purposes of its detailed making the calculations supporting that determination. As a result of required by this Section 8.2, the uncertainty in Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 at of the time that the Accounting Firm makes its determinations under this Section 13, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 13 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 (“Underpayments”)Code. If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the The Executive and the Company of that determination and the amount of that Underpayment will be paid shall furnish to the Executive promptly COC Accounting Firm such information and documents as the Accounting Firm may reasonably request in order to make a determination under this Section 8.2. The Company shall bear all costs the Accounting Firm may incur in connection with any calculations contemplated by the Companythis Section 8.2.

Code Section 280G. The In the event the Company (or its successor) and Executive agree, based on the advice of an independent nationally recognized public accounting firm engaged by the Company, that part or all of the consideration, compensation or benefits to be paid to or for the benefit of Executive under this Agreement constitute “parachute payments” under Section 280G(b)(2) of the Code (“Section 280G”), then either (a) or (b) below shall apply. a. Except as provided in Section 21.b, if the aggregate present value of such parachute payments, singularly or together with the aggregate present value of any consideration, compensation or benefits to be paid to or for the benefit of Executive under any other plan, arrangement or agreement which constitute “parachute payments”, calculated as provided under Section 280G, (collectively, the “Parachute Amount”) exceeds 2.99 times Executive’s “base amount”, as defined in Section 280G(b)(3) (the “Base Amount”), the amounts constituting “parachute payments” that would otherwise be payable to Executive or for Executive’s benefit shall be reduced to the extent necessary so that the Parachute Amount is equal to 2.99 times the Base Amount (the “Reduced Amount”). b. The Parachute Amount shall not be reduced as provided in Section 21.a if, based on the advice of such public accounting firm, without such reduction Executive may would be entitled to receive and retain, on a net after-tax basis (including, without limitation, after imposition of any excise taxes payable under this Agreement and other benefits Section 4999 of the Code), an amount which is greater than the amount, on a net after-tax basis, that the Executive is would be entitled to receive under other plans, agreements and arrangements (which, together with retain upon receipt of the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Section 13, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Reduced Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits determination made above results in a reduction under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A 21.a of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement payments that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 13, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 13 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will otherwise be paid to or for the benefit of Executive, such reduction in payments shall be first applied to reduce any cash severance payments that Executive promptly by the Company.would otherwise be entitled to receive hereunder and shall thereafter be applied to reduce other payments and benefits in a manner that would not result in subjecting Executive to additional taxation under Section 409A.

Code Section 280G. The benefits that the Executive Employee may be entitled to receive under this Agreement and other benefits that the Executive Employee is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), ) may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Section 1311, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive Employee to receive a greater Net After Tax Amount than the Executive Employee would receive absent a reduction. The Accounting Firm Company, or its designee, will first determine the amount of any Parachute Payments that are payable to the ExecutiveEmployee. The Accounting Firm Company, or its designee, also will determine the Net After Tax Amount attributable to the ExecutiveEmployee’s total Parachute Payments. The Accounting Firm Company, or its designee, will next determine the largest amount of Payments that may be made to the Executive Employee without subjecting the Executive Employee to tax under Code Section 4999 (the “Capped Payments”). Thereafter, the Accounting Firm Company, or its designee, will determine the Net After Tax Amount attributable to the Capped Payments. The Executive Employee will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive Employee with the higher Net After Tax Amount. If the Executive Employee will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the ParticipantEmployee) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the ParticipantEmployee). The Accounting Firm Company, or its designee, will notify the Executive and the Company Employee if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company Employee a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm Company, or its designee, makes its determinations under this Section 1311, it is possible that amounts will have been paid or distributed to the Executive Employee that should not have been paid or distributed under this Section 13 11 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive Employee under this Section 13 11 (“Underpayments”). If the Accounting Firm Company, or its designee, determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the ExecutiveEmployee, which assertion the Accounting Firm Company, or its designee, believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive Employee must repay such Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive Employee is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm Company, or its designee, determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.controlling

Code Section 280G. (a) The severance pay and other payments, distributions and benefits that provided by the Executive may be entitled Company to receive under or for your benefit pursuant to this Agreement and other benefits that the Executive is entitled to receive under other plans, programs, and agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to the “golden parachute” rules of Code Sections section 280G and the excise tax of Code section 4999. As provided in this Section 13, the The Company and you intend to reduce any Parachute Payments will be reduced (but not any payment, distribution or other benefit that is not a Parachute Payment) if, and only to the extent that, a reduction will allow the Executive you to receive a greater Net After Tax Amount than the Executive you would receive absent a reduction. The remaining provisions of this subsection describe how that intent will be effectuated. (b) The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executiveyou. The Accounting Firm will also will determine the Net After Tax Amount attributable to the Executive’s your total Parachute Payments. . (c) The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (the “your Capped Parachute Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the your Capped Parachute Payments. The Executive . (d) You will receive the total Parachute Payments or unless the Accounting Firm determines that the Capped Payments, whichever provides the Executive with the Parachute Payments will yield you a higher Net After Tax Amount. If the Executive , in which case you will receive the Capped Parachute Payments. If you will receive the Capped Parachute Payments, the your total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section Code section 409A of the Code (with the source of the reduction to be directed and by the Participant) and then by next reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section Code section 409A of the Code (in each case with the source of the reduction to be directed by the Participantreductions first coming from cash benefits and then from noncash benefits). The Accounting Firm will notify the Executive you and the Company if it determines that the Parachute Payments must be reduced to the Capped Parachute Payments and will send the Executive you and the Company a copy of its detailed calculations supporting that determination. . (e) As a result of the any uncertainty in the application of Code Sections sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 137, it is possible that amounts will have been paid or distributed to the Executive you that should not have been paid or distributed under this Section 13 7 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive you under this Section 13 7 (“Underpayments”). If the Accounting Firm determines, based on either controlling precedent, substantial authority or the assertion of a deficiency by the Internal Revenue Service against the Company you or the ExecutiveCompany, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authoritysuccess, that an Overpayment has been made, then you shall have an obligation to pay the Executive must repay Company upon demand an amount equal to the Company, without interestsum of the Overpayment plus interest on such Overpayment at the prime rate provided in Code section 7872(f)(2) from the date of your receipt of such Overpayment until the date of such repayment; provided, however, that no loan will you shall be deemed obligated to have been made and no amount will be payable by the Executive to the Company unlessmake such repayment if, and then only to the extent thatextent, that the deemed loan and payment repayment would either reduce the amount on which the Executive is you are subject to tax under Code Section section 4999 or generate a refund of tax imposed under Code Section section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive you and the Company of that determination and the Company will pay the amount of that Underpayment will be to you promptly in a lump sum, with interest calculated on such Underpayment at the prime rate provided in Code section 7872(f)(2) from the date such Underpayment should have been paid to the Executive promptly until actual payment. (f) All determinations made by the CompanyAccounting Firm under this Section 7 are binding on you and the Company and must be made as soon as practicable but no later than 30 days after your Date of Termination. Within 45 days after your Date of Termination, the Company will pay to you the severance pay under Section 4 or the reduced Severance Amount as calculated by the Accounting Firm pursuant to Section 7. (g) For purposes of this Agreement, the following terms shall have the meanings indicated below:

Code Section 280G. (a) The severance pay and other payments, distributions and benefits that provided by the Executive may be entitled Company to receive under or for your benefit pursuant to this Agreement and other benefits that the Executive is entitled to receive under other plans, programs, and agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to the “golden parachute” rules of Code Sections section 280G and the excise tax of Code section 4999. As provided in this Section 13, the The Company and you intend to reduce any Parachute Payments will be reduced (but not any payment, distribution or other benefit that is not a Parachute Payment) if, and only to the extent that, a reduction will allow the Executive you to receive a greater Net After Tax Amount than the Executive you would receive absent a reduction. The remaining provisions of this subsection describe how that intent will be effectuated. (b) The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executiveyou. The Accounting Firm will also will determine the Net After Tax Amount attributable to the Executive’s your total Parachute Payments. . (c) The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (the “your Capped Parachute Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the your Capped Parachute Payments. The Executive . (d) You will receive the total Parachute Payments or unless the Accounting Firm determines that the Capped Payments, whichever provides the Executive with the Parachute Payments will yield you a higher Net After Tax Amount. If the Executive , in which case you will receive the Capped Parachute Payments. If you will receive the Capped Parachute Payments, the your total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section Code section 409A of the Code (with the source of the reduction to be directed and by the Participant) and then by next reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section Code section 409A of the Code (in each case with the source of the reduction to be directed by the Participantreductions first coming from cash benefits and then from noncash benefits). The Accounting Firm will notify the Executive you and the Company if it determines that the Parachute Payments must be reduced to the Capped Parachute Payments and will send the Executive you and the Company a copy of its detailed calculations supporting that determination. 8 (e) As a result of the any uncertainty in the application of Code Sections sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 136, it is possible that amounts will have been paid or distributed to the Executive you that should not have been paid or distributed under this Section 13 6 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive you under this Section 13 6 (“Underpayments”). If the Accounting Firm determines, based on either controlling precedent, substantial authority or the assertion of a deficiency by the Internal Revenue Service against the Company you or the ExecutiveCompany, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authoritysuccess, that an Overpayment has been made, then you shall have an obligation to pay the Executive must repay Company upon demand an amount equal to the Company, without interestsum of the Overpayment plus interest on such Overpayment at the prime rate provided in Code section 7872(f)(2) from the date of your receipt of such Overpayment until the date of such repayment; provided, however, that no loan will you shall be deemed obligated to have been made and no amount will be payable by the Executive to the Company unlessmake such repayment if, and then only to the extent thatextent, that the deemed loan and payment repayment would either reduce the amount on which the Executive is you are subject to tax under Code Section section 4999 or generate a refund of tax imposed under Code Section section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive you and the Company of that determination and the Company will pay the amount of that Underpayment to you promptly in a lump sum, with interest calculated on such Underpayment at the prime rate provided in Code section 7872(f)(2) from the date such Underpayment should have been paid until actual payment. (f) All determinations made by the Accounting Firm under this Section 6 are binding on you and the Company and must be made as soon as practicable but no later than thirty days after your Date of Termination. Within thirty days after your Date of Termination, the Company will pay to you the severance pay under Section 4 or the reduced Severance Amount as calculated by the Accounting Firm pursuant to Section 6. (g) For purposes of this Agreement, the following terms shall have the meanings indicated below: (i) “Accounting Firm” means the public accounting firm retained as the Company’s independent auditor as of the date immediately prior to the Change in Control. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, you shall be entitled to appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). If, however, such firm declines or is unable to undertake the determinations assigned to it under this Agreement, then “Accounting Firm” shall mean such other independent accounting firm mutually agreed upon by the Company and you. (ii) “Capped Parachute Payments” means the largest amount of Parachute Payments that may be paid to you without liability for any excise tax under Code section 4999. (iii) “Net After Tax Amount” means the Executive promptly amount of any Parachute Payments or Capped Parachute Payments, as applicable, net of taxes imposed under Code sections 1, 3101(b) and 4999 and any state or local income taxes applicable to you as in effect on the date of the payment under Section 6 of this Agreement. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the Company.foregoing taxes on income of the same character as the Parachute Payments or Capped Parachute Payments, as applicable, in effect for the year for which the determination is made. (iv) “Parachute Payment” means a payment that is described in Code section 280G(b)(2) (without regard to whether the aggregate present value of such payments exceeds the limit prescribed by Code section 280G(b)(2)(A)(ii)). The amount of any Parachute Payment shall be determined in accordance with Code section 280G and the regulations promulgated thereunder, or, in the absence of final regulations, the proposed regulations promulgated under Code section 280G 9

Code Section 280G. The (a) Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments, other consideration or benefits that provided or to be provided by the Company or its Affiliates to the Executive may be entitled or for the Executive’s benefit pursuant to receive under the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Code Section 280G and other benefits that would, but for this Section 11 be subject to the Executive is entitled excise tax imposed under Code Section 4999 (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to receive under other planssuch taxes (collectively, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “PaymentsExcise Tax”), may then the Covered Payments shall be either: (i) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”); or (ii) payable in full if the Executive’s receipt on an after-tax basis of the full amount of payments, other consideration and benefits (after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax)) would result in the Executive receiving an amount greater than the Reduced Amount. Any such reduction made pursuant to (i) above shall be made by the Company in its sole discretion consistent with the requirements of Code Section 409A. (b) Notwithstanding the prior Section, in the event that any Covered Payments constitute Parachute Payments that are subject to Code Sections 280G the Excise Tax, and 4999. As provided such amounts become payable prior to June 30, 2017, then the Company shall pay to the Executive an additional “gross-up” payment (the “Gross-Up Payment”) in this Section 13an amount such that after payment by the Executive of the Excise Tax and all other income, employment, excise and other taxes that are imposed on the Gross-Up Payment, the Parachute Payments will be reduced if, and only Executive retains an amount of the Gross-Up Payment equal to the extent that, a reduction will allow sum of (A) the Executive to receive a greater Net After Excise Tax Amount than imposed upon the Executive would receive absent a reduction. The Accounting Firm will first determine Covered Payments and (B) the amount product of any Parachute Payments that are payable to deductions disallowed because of the Executive. The Accounting Firm also will determine inclusion of the Net After Tax Amount attributable to Gross-up Payment in the Executive’s total Parachute Payments. The Accounting Firm will next determine adjusted gross income and the largest amount applicable marginal rate of Payments that may be made to federal income taxation for the Executive without subjecting calendar year in which the Executive to tax under Code Section 4999 (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction Executive’s Gross-Up Payment is to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 13, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 13 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. The benefits (a) Anything in this Agreement to the contrary notwithstanding, in the event that the Accounting Firm (as defined below) determines that receipt of all Payments (as defined below) would subject the Executive to the tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Accounting Firm shall determine whether to reduce any of the Agreement Payments (as defined below) to the Executive so that the Parachute Value (as defined below) of all Payments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount (as defined below). Agreement Payments shall be so reduced only if the Accounting Firm determines that the Executive may be entitled would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to receive under this Agreement and other benefits that which the Executive is entitled hereunder. (b) If the Accounting Firm determines that the aggregate Agreement Payments to receive under other plansthe Executive should be reduced so that the Parachute Value of all Payments to the Executive, agreements in the aggregate, equals the applicable Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and arrangements (which, together with a copy of the benefits provided detailed calculation thereof. All determinations made by the Accounting Firm under this AgreementSection 5 shall be binding upon the Company and the Executive and shall be made as soon as reasonably practicable and in no event later than fifteen (15) days following the date of the Executive’s termination of employment. For purposes of reducing the Agreement Payments to the Executive so that the Parachute Value of all Payments to the Executive, are referred to as “in the aggregate, equals the applicable Safe Harbor Amount, only Agreement Payments (and no other Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999) shall be reduced. As provided in The reduction contemplated by this Section 135, the Parachute Payments will if applicable, shall be reduced if, made by reducing payments and only benefits (to the extent that, a reduction will allow such amounts are considered Payments) under the Executive to receive a greater Net After Tax Amount than following sections in the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of following order: (i) any Parachute Payments under Section 3(e); (ii) any Payments under Section 3(d); and (iii) any other cash Agreement Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to would be made upon a termination of the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments employment, beginning with payments that may would be made to the Executive without subjecting the Executive to tax under Code Section 4999 last in time. (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participantc) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and Section 4999 at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 13hereunder, 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 that should not have been so paid or distributed under this Section 13 (each an “OverpaymentsOverpayment”), ) or that additional amounts should be which will have not been paid or distributed by the Company to or for the benefit of the Executive under pursuant to this Section 13 Agreement could have been so paid or distributed (each an “UnderpaymentsUnderpayment”), in each case consistent with the calculation of the applicable Safe Harbor Amount hereunder. If In the event that the Accounting Firm determinesFirm, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, Executive which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authoritysuccess, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive must repay shall be repaid by the Executive to the Company, without interesttogether with interest at the applicable federal rate provided for in Code Section 7872(f)(2); provided, however, that no loan will such repayment shall be deemed to have been made required if and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the such deemed loan and payment repayment would not either reduce the amount on which the Executive is subject to tax under Code Section Sections 1 and 4999 or generate a refund of tax imposed under Code Section 4999such taxes. If In the event that the Accounting Firm determinesFirm, based upon on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive, together with interest at the applicable federal rate provided for in Code Section 7872(f)(2). (d) In connection with making determinations under this Section 5, the Accounting Firm will notify 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 noncompetition provisions that may apply to the Executive, and the Company shall cooperate in the valuation of that determination any such services, including any noncompetition provisions. (e) All fees and expenses of the amount Accounting Firm in implementing the provisions of that Underpayment will this Section 5 shall be paid to the Executive promptly borne by the Company.

Code Section 280G. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 49994999 of the Code. As provided in this Section 1314, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 1314, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 13 14 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 14 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 of the Code or generate a refund of tax imposed under Code Section 49994999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. The In the event that part or all of the consideration, compensation or benefits to be paid to Executive under this Agreement together with the aggregate present value of payments, consideration, compensation and benefits under all other plans, arrangements and agreements applicable to Executive, constitute “excess parachute payments” under Section 280G(b) of the Code subject to an excise tax under Section 4999 of the Code (collectively, the “Parachute Amount”), the amount of excess parachute payments which would otherwise be payable to Executive or for Executive’s benefit under this Agreement shall be reduced to the extent necessary so that no amount of the Parachute Amount is subject to an excise tax under Section 4999 of the Code (the “Reduced Amount”); provided that such amounts shall not be so reduced if, without such reduction, Executive may would be entitled to receive and retain, on a net after tax basis (including, without limitation, after any excise taxes payable under Section 4999), an amount of the Parachute Amount which is greater than the amount, on a net after tax basis, that Executive would be entitled to retain upon receipt of the Reduced Amount. If the foregoing determination results in a reduction of the payments by the Reduced Amount, such reduction in payments due under this Agreement shall be first applied to reduce any cash severance payments that Executive would otherwise be entitled to receive hereunder and shall thereafter be applied to reduce other payments and benefits in a manner that would not result in subjecting Executive to additional taxation under Section 409A of the Code. Within ten days following such determination, but not later than thirty days following the date of the event under Section 280G(b)(2)(A)(i), the Company shall pay or distribute to Executive or for Executive’s benefit such amounts as are then due to Executive under this Agreement and other benefits that shall promptly pay or distribute to Executive or for his or her benefit in the future such amounts as become due to Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Section 13, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify Unless the Executive and the Company if it determines that otherwise agree in writing, any determination required under this Section 8.2 shall be made in writing by the Parachute Payments must be reduced Company’s independent public accountants immediately prior to the Capped Payments Change of Control or such other person or entity as determined in good faith by the Company (the “Accounting Firm”), whose determination shall be conclusive and will send binding upon the Executive and the Company a copy Company. For purposes of its detailed making the calculations supporting that determination. As a result of required by this Section 8.2, the uncertainty in Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 at of the time that the Accounting Firm makes its determinations under this Section 13, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 13 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 13 (“Underpayments”)Code. If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the The Executive and the Company of that determination and the amount of that Underpayment will be paid shall furnish to the Executive promptly CEO COC Accounting Firm such information and documents as the Accounting Firm may reasonably request in order to make a determination under this Section 8.2. The Company shall bear all costs the Accounting Firm may incur in connection with any calculations contemplated by the Companythis Section 8.2.

Code Section 280G. (a) The severance pay and other payments, distributions and benefits that provided by the Executive may be entitled Company to receive under or for your benefit pursuant to this Agreement and other benefits that the Executive is entitled to receive under other plans, programs, and agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to the “golden parachute” rules of Code Sections section 280G and the excise tax of Code section 4999. As provided in this Section 13, the The Company and you intend to reduce any Parachute Payments will be reduced (but not any payment, distribution or other benefit that is not a Parachute Payment) if, and only to the extent that, a reduction will allow the Executive you to receive a greater Net After Tax Amount than the Executive you would receive absent a reduction. The remaining provisions of this subsection describe how that intent will be effectuated. (b) The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executiveyou. The Accounting Firm will also will determine the Net After Tax Amount attributable to the Executive’s your total Parachute Payments. . (c) The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 (the “your Capped Parachute Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the your Capped Parachute Payments. The Executive . (d) You will receive the total Parachute Payments or unless the Accounting Firm determines that the Capped Payments, whichever provides the Executive with the Parachute Payments will yield you a higher Net After Tax Amount. If the Executive , in which case you will receive the Capped Parachute Payments. If you will receive the Capped Parachute Payments, the your total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section Code section 409A of the Code (with the source of the reduction to be directed and by the Participant) and then by next reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section Code section 409A of the Code (in each case with the source of the reduction to be directed by the Participantreductions first coming from cash benefits and then from noncash benefits). The Accounting Firm will notify the Executive you and the Company if it determines that the Parachute Payments must be reduced to the Capped Parachute Payments and will send the Executive you and the Company a copy of its detailed calculations supporting that determination. . (e) As a result of the any uncertainty in the application of Code Sections sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 136, it is possible that amounts will have been paid or distributed to the Executive you that should not have been paid or distributed under this Section 13 6 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive you under this Section 13 6 (“Underpayments”). If the Accounting Firm determines, based on either controlling precedent, substantial authority or the assertion of a deficiency by the Internal Revenue Service against the Company you or the ExecutiveCompany, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authoritysuccess, that an Overpayment has been made, then you shall have an obligation to pay the Executive must repay Company upon demand an amount equal to the Company, without interestsum of the Overpayment plus interest on such Overpayment at the prime rate provided in Code section 7872(f)(2) from the date of your receipt of such Overpayment until the date of such repayment; provided, however, that no loan will you shall be deemed obligated to have been made and no amount will be payable by the Executive to the Company unlessmake such repayment if, and then only to the extent thatextent, that the deemed loan and payment repayment would either reduce the amount on which the Executive is you are subject to tax under Code Section section 4999 or generate a refund of tax imposed under Code Section section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive you and the Company of that determination and the Company will pay the amount of that Underpayment will be to you promptly in a lump sum, with interest calculated on such Underpayment at the prime rate provided in Code section 7872(f)(2) from the date such Underpayment should have been paid to the Executive promptly until actual payment. (f) All determinations made by the CompanyAccounting Firm under this Section 6 are binding on you and the Company and must be made as soon as practicable but no later than thirty days after your Date of Termination. Within thirty days after your Date of Termination, the Company will pay to you the severance pay under Section 4 or the reduced Severance Amount as calculated by the Accounting Firm pursuant to Section 6. (g) For purposes of this Agreement, the following terms shall have the meanings indicated below: