Common use of Code Section 280G Clause in Contracts

Code Section 280G. (a) In the event it shall be determined that any payment or distribution to you or for your benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you shall exceed the net after-tax benefit received by you if no such reduction was made. For purposes of this Section 7(a), “net after-tax benefit” shall mean (i) the Payments which you receive or are then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect to the Payments calculated at the maximum marginal income tax rate for each year in which the Payments shall be paid to you (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes imposed with respect to the Payments. (b) All determinations required to be made under this Section 7 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee of the Board as constituted immediately prior to the Change in Control (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company.

Code Section 280G. (a) In the event it shall be determined that If any payment or distribution benefit received or to you or for your benefit which is be received by Executive in the nature of compensation and is contingent on connection with a “change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets control” of the Company (within the meaning of Section 280G(b)(2) 280G of the Code), whether paid or payable pursuant to the terms of this letter Agreement or otherwise any other plan, arrangement or agreement with the Company or an affiliate of the Company (a the “PaymentPayments”), would constitute a “parachute payment” under within the meaning of Section 280G(b)(2) 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise taxCode, the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you to Executive shall exceed the net after-tax benefit received by you to Executive if no such reduction was made. For purposes of this Section 7(a)12, “net after-tax benefit” shall mean (i) the Payments total of all payments and the value of all benefits which you receive Executive receives or are is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect to the Payments foregoing calculated at the maximum marginal income tax rate for each year in which the Payments foregoing shall be paid to you Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes excise taxes imposed with respect to the Payments. payments and benefits described in (bi) All determinations required to be made under this above by Section 7 shall 4999 of the code. The foregoing determination will be made by such a nationally recognized accounting firm as may be selected by the Audit Committee of the Board as constituted immediately prior to the Change in Control (the “Accounting Firm”)) selected by Executive and reasonably acceptable to the Company, provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide Executive and the Company with its determination, together with determinations and detailed supporting calculations and documentation, to you and the Company within with respect thereto at least 15 business days following prior to the date on which Executive would be entitled to receive a Payment (or as soon as practicable in the event that the Accounting Firm has less than 15 business days advance notice that Executive may receive a Payment) in order that Executive may determine whether it is in Executive’s best interest to waive the receipt of termination of your employmentany or all amounts which may constitute “excess parachute payments.” If the Accounting Firm determines that such reduction is required by this Section 12, if applicableExecutive, or such other time as requested by you (provided that you reasonably believe that any in his sole and absolute discretion, may determine which of the Payments may shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax) excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to Executive. Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 12. All The first $10,000 of fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 12 will be borne exclusively by the Company, and the balance of any such fees and expenses, if any shall be borne solely exclusively by the CompanyExecutive.

Code Section 280G. (a) In Notwithstanding any provision in this Agreement to the event it shall be determined that contrary, if all or any payment portion of the payments or distribution benefits received or realized by Executive either alone or together with other payments or benefits which Executive receives or realizes or is then entitled to you receive or for your benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of realize from the Company or the ownership any of its affiliates would constitute a substantial portion of the assets of the Company ("parachute payment" within the meaning of Section 280G(b)(2) 280G of the Internal Revenue Code of 1986, as amended (or any successor section) and the regulations promulgated thereunder (the "Code)") and/or any corresponding and applicable state law provision, whether paid such payments or payable pursuant benefits provided to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments Executive shall be reduced by reducing the amount of payments or benefits payable to Executive pursuant to Section 9 of this Agreement to the extent necessary so that no portion thereof of such payments shall be subject to the excise tax imposed by Section 4999 of the Code but and any corresponding and/or applicable state law provision; provided, however, that such reduction shall only be made if, by reason of such reduction, the Executive's net after-after tax benefit received by you shall exceed the net after-after tax benefit received by you if no such reduction was were not made. For purposes of this Section 7(a)14, “"net after-after tax benefit” " shall mean the sum of (i) the Payments which you receive total amount received or are then entitled realized by Executive pursuant to receive from the Company this Agreement that would constitute “a "parachute payments” payment" within the meaning of Section 280G of the CodeCode and any corresponding and applicable state law provision plus (ii) all other payments or benefits which Executive receives or realizes or is then entitled to receive or realize from the Company and any of its affiliates that would constitute a "parachute payment" within the meaning of Section 280G of the Code and any corresponding and applicable state law provision, less (iiiii) the amount of all federal, federal or state and local income taxes payable with respect to the Payments payments or benefits described in (i) and (ii) above calculated at the maximum marginal individual income tax rate for each year in which the Payments payments or benefits shall be paid to you realized by Executive (based on upon the rate in effect for such year as set forth in the Code as in effect at the time of the first payment receipt or realization of the foregoing), less (iiiiv) the amount of Excise Taxes excise taxes imposed with respect to the Payments. payments or benefits described in (bi) All determinations required to be made under this and (ii) above by Section 7 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee 4999 of the Board as constituted immediately prior to the Change in Control (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations Code and documentation, to you any corresponding and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Companyapplicable state law provision.

Code Section 280G. 6.1 Notwithstanding anything in this Agreement to the contrary, if Employee is a “disqualified individual” (aas defined in Section 280G(c) In the event it shall be determined that any payment or distribution to you or for your benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of the Company Internal Revenue Code of 1986, as amended (the “Code”)), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Employee has the right to receive from Employer or the ownership of any other person, would constitute a substantial portion of the assets of the Company “parachute payment” (within the meaning of as defined in Section 280G(b)(2) of the Code), whether paid or payable pursuant to then the payments and benefits provided for in this letter or otherwise Agreement shall be either (a a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Employee from Employer and/or such person(s) will be $1.00 less than three (3) times Employee’s “Payment”), would constitute a “parachute paymentbase amount” under (as defined in Section 280G(b)(2280G(b)(3) of the Code Code) and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof of such amounts and benefits received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code but only ifor (b) paid in full, by reason of such reduction, whichever produces the net after-tax benefit received by you shall exceed the net after-tax benefit received by you if no such reduction was made. For purposes of this Section 7(a), better “net after-tax benefitposition” to Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall mean be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (i) the Payments which you receive beginning with such payment or are then entitled to receive from the Company benefit that would constitute be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made applying principles, assumptions and procedures consistent with Section 280G of the Code by an accounting firm or law firm of national reputation that is selected for this purpose solely by Employer with input from Employee (the “280G Firm”), including the valuation of any non-compete for purposes of determining services to be rendered in the future. In order to assess whether payments under this Agreement or otherwise qualify as reasonable compensation that is exempt from being a parachute payments” within the meaning of payment under Section 280G of the Code, the 280G Firm will retain the services of an independent valuation expert. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from Employer (or its affiliates) used in determining if a “parachute payment” exists, exceeds $1.00 less than three (ii3) the amount of all federal, state and local income taxes payable with respect to the Payments calculated at the maximum marginal income tax rate for each year in which the Payments shall be paid to you (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes imposed with respect to the Payments. (b) All determinations required to be made under this Section 7 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee of the Board as constituted immediately prior to the Change in Control (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company.times Employee’s

Code Section 280G. (ai) In Notwithstanding any other provisions of this Agreement, in the event it shall be determined that any payment or distribution benefit received or to you be received by the Executive (whether pursuant to the terms of this Agreement or for your benefit which is any other plan, arrangement or agreement with (A) the Company, (B) any Person (as defined in the nature of compensation and is contingent on Section 4(e)) whose actions result in a change Change in the ownership Control or effective control of (C) any Person affiliated with the Company or such Person) (all such payments and benefits, including the ownership Severance Payments, being hereinafter called "Total Payments") would not be deductible (in whole or part) by the Company, an affiliate or Person making such payment or providing such benefit as a result of a substantial section 280G of the Code, then, to the extent necessary to make such portion of the assets Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of section 280G of the Company Code in such other plan, arrangement or agreement), the cash Severance Payments shall first be reduced (if necessary, to zero), and all other Severance Payments shall thereafter be reduced (if necessary, to zero); provided, however, that the Executive may elect to have the noncash Severance Payments reduced (or eliminated) prior to any reduction of the cash Severance Payments. (ii) For purposes of this limitation, (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of Section section 280G(b) of the Code shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the Company's accounting firm which (or, in the case of a payment following a Change in Control the accounting firm that was, immediately prior to the Change in Control, the Company's independent auditor) (the "Auditor"), does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2including by reason of section 280G(b)(4)(A) of the Code and would be subject to Code, (C) the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Severance Payments shall be reduced only to the extent necessary so that no portion thereof shall be subject the Total Payments (other than those referred to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you shall exceed the net after-tax benefit received by you if no such reduction was made. For purposes of this Section 7(ain clause (A) or (B), “net after-tax benefit” shall mean (i) the Payments which you receive or are then entitled to receive from the Company that would in their entirety constitute “parachute payments” reasonable compensation for services actually rendered within the meaning of Section section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of section 280G of the Code, less in the opinion of Tax Counsel, and (iiD) the amount value of all federal, state and local income taxes payable with respect to any noncash benefit or any deferred payment or benefit included in the Payments calculated at the maximum marginal income tax rate for each year in which the Total Payments shall be paid to you (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes imposed with respect to the Payments. (b) All determinations required to be made under this Section 7 shall be made by such nationally recognized accounting firm as may be selected determined by the Audit Committee Auditor in accordance with the principles of the Board as constituted immediately prior to the Change in Control sections 280G(d)(3) and (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 4) of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company.

Code Section 280G. (a) In the event that it shall be is determined that any payment or distribution of any type to you or for your benefit which is in made by the nature Company, by any of compensation and is contingent on a change in the its affiliates, by any person who acquires ownership or effective control of the Company or the ownership of a substantial portion of the Company’s assets of the Company (within the meaning of Section 280G(b)(2) 280G of the Code)Code or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this letter Agreement or otherwise (a the “PaymentTotal Payments”), would constitute a “parachute payment” under Section 280G(b)(2) of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with or any interest or penalties imposed with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then the Payments such payments or distributions or benefits shall be reduced payable either: (i) in full; or (ii) as to the extent necessary so that maximum value of such lesser amount which would result in no portion thereof shall be of such payments or distributions or benefits being subject to the excise tax imposed by Section 4999 of Excise Tax. You shall receive the Code but only ifgreater, by reason of such reduction, the net on an after-tax benefit received by you basis, of (i) or (ii) above. If the Total Payments must be reduced as provided in the previous paragraph, the reduction shall exceed occur in the net following order: (1) reduction of cash payments for which the full amount is treated as a "parachute payment" (as defined under Code Section 280G and its regulations); (2) cancellation of accelerated vesting (or, if necessary, payment) of cash awards for which the full amount in not treated as a parachute payment; (3) reduction of any continued employee benefits and (4) cancellation of any accelerated vesting of equity awards. In selecting the equity awards (if any) for which vesting will be reduced under clause (4) of the preceding sentence, awards shall be selected in a manner that maximizes the after-tax benefit received by you aggregate amount of reduced Total Payments provided to you, provided that if no such reduction was made. For purposes (and only if) necessary in order to avoid the imposition of this an additional tax under Section 7(a), “net after-tax benefit” shall mean (i) the Payments which you receive or are then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G 409A of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect to the Payments calculated at the maximum marginal income tax rate for each year in which the Payments awards instead shall be paid selected in the reverse order of the date of grant. For the avoidance of doubt, for purposes of measuring an equity compensation award's value to you (based when performing the determinations under the preceding paragraph, such award's value shall equal the then aggregate fair market value of the vested shares underlying the award less any aggregate exercise price less applicable taxes. Also, if two or more equity awards are granted on the rate in effect for such year as set forth in the Code as in effect at the time same date, each award will be reduced on a pro-rata basis. All mathematical determinations and all determinations of whether any of the first payment of the foregoing), less (iii) the amount of Excise Taxes imposed with respect to the Payments. (b) All determinations Total Payments are parachute payments that are required to be made under this Section 7 5(b), shall be made by such a nationally recognized accounting independent audit firm as may be selected by the Audit Committee of the Board as constituted immediately prior to the Change in Control Company (the “Accounting FirmAccountants”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm who shall provide its their determination, together with detailed supporting calculations regarding the amount of any relevant matters, both to the Company and documentationto you. Unless you consent in writing, the Accountants may not be an audit firm that is then providing services in any capacity to the person or entity that is acquiring the Company. Such determinations shall be made by the Accountants using reasonable good faith interpretations of the Code. As expressly permitted by Treasury Regulations section 1.280G-1 Q/A-32, with respect to performing any present value calculations that are required in connection with this Section 5(b), you and the Company within 15 business days following each affirmatively elect to utilize the date of termination of your employment, if applicable, or such other time Applicable Federal Rates ("AFR") that are in effect as requested by you (provided that you reasonably believe that any of the Payments may Effective Date and the Accountants shall therefore use such AFRs in their determinations and calculations. If the Accountants determine that no excise tax under Section 4999 of the Code is payable with respect to a Total Payment, it shall furnish the Company and you with an opinion reasonably acceptable to you that no such excise tax under Section 4999 of the Code will be subject imposed with respect to such Total Payments. The Company shall pay the Excise Tax) or the Company. All fees and expenses costs of the Accounting Firm shall be borne solely by the CompanyAccountants which are incurred in connection with this Section 5(b).

Code Section 280G. (a) In the event it shall be determined that If any payment or distribution to you benefit Employee would receive under this Agreement, when combined with any other payment or for your benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code), whether paid or payable Employee receives pursuant to a Change of Control (for purposes of this letter or otherwise (section, a “Payment”), ) would constitute a “parachute payment” under within the meaning of Code Section 280G(b)(2) of the Code and would 280G and, but for this sentence, be subject to the excise tax imposed by Code Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments such Payment shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you shall exceed the net after-tax benefit received by you if no such reduction was made. For purposes of this Section 7(a), “net after-tax benefit” shall mean either: (i) the Payments which you receive full amount of such Payment; or are then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) such lesser amount (a “Reduced Payment”) as would result in no portion of the amount Payment being subject to the Excise Tax, whichever of all the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes payable with respect and the Excise Tax, results in Employee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Payments calculated at the maximum marginal income tax rate for each year in which the Payments shall be paid to you (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes imposed with respect to the PaymentsTax. (b) All determinations required With respect to Section 7(a), if there is more than one method of reducing the Reduced Payment amount that would result in no portion of the Payment being subject to the Excise Tax, then the Payment shall be reduced or eliminated in the following order: (i) cash payments; (ii) taxable benefits; (iii) nontaxable benefits; and (iv) accelerated vesting of equity awards in a manner that maximizes the amount to be made under this received by Employee. (c) The determination of whether Section 7 7(a)(i) or (ii) applies, and the calculation of the amount of the Reduced Payment if applicable, shall be made performed by such a nationally recognized certified public accounting firm as may be selected designated by the Audit Committee of the Board as constituted immediately prior to the Change in Control Company (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and both the Company and Employee within 15 fifteen (15) business days following of the date receipt of termination of your employment, if applicablenotice from Employee that there has been a Payment, or such other earlier time as is requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company, in a form that can be relied upon for tax filing purposes. All fees and expenses of the Accounting Firm shall be borne solely by the Company. (d) Employee may receive a Payment that is, in the aggregate, either more or less than the amount described in Section 7(a)(i) or (ii) (as applicable, an “Overpayment” or “Underpayment”). If it is finally determined by a court of competent jurisdiction pursuant to a final non-appealable judgment, or the Internal Revenue Service, or by the Accounting Firm upon request by either the Company or Employee, that an Overpayment or Underpayment has been made, then: (i) in the event of an Overpayment, Employee shall promptly repay the Overpayment to the Company, together with interest on the Overpayment at the applicable federal rate from the date of Employee’s receipt of such Overpayment until the date of such repayment; and (ii) in the event of an Underpayment, the Company shall promptly pay an amount equal to the Underpayment to Employee, together with interest on such amount at the applicable federal rate from the date such amount would have been paid to Employee had the provisions of Section 7(a)(ii) not been applied until the date of payment.

Code Section 280G. (a) In the event it shall be determined that any payment or distribution to you or for your benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter agreement or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you shall exceed the net after-tax benefit received by you if no such reduction was made. The specific Payments that shall be reduced and the order of such reduction shall be determined so as to achieve the most favorable economic benefit to you, and to the extent economically equivalent, the Payments shall be reduced pro rata, all as determined by the Company in its sole discretion. For purposes of this Section 7(a)section, “net after-tax benefit” shall mean (i) the Payments which you receive or are then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect to the Payments calculated at the maximum marginal income tax rate for each year in which the Payments shall be paid to you (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes imposed with respect to the Payments. (b) All determinations required to be made under this Section 7 12 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee of the Board of the Company as constituted immediately prior to the Change change in Control control transaction (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided provided, that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All reasonable fees and expenses of the Accounting Firm in reaching such a determination shall be borne solely by the Company.

Code Section 280G. (a) In the event it Executive shall bear all expense of, and be determined that solely responsible for, all federal, state, local or foreign taxes due with respect to any payment amount payable to or distribution to you or for your other benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code)receivable by Executive hereunder, whether paid or payable pursuant to this letter or otherwise (a “Payment”)including, would constitute a “parachute payment” under Section 280G(b)(2) of the Code and would be subject to the without limitation, any excise tax imposed by Section 4999 of the Code Code; provided, however, that any such amount or benefit deemed to be a Parachute Payment (together with as defined below) alone or when added to any interest other amount payable or penalties imposed with respect paid to such excise taxor other benefit receivable or received by Executive which is deemed to constitute a Parachute Payment (whether or not under an existing plan, the “Excise Tax”arrangement or other agreement), then and would result in the Payments imposition on Executive of an excise tax under Section 4999 of the Code, (all such amounts and benefits being hereinafter called “Total Payments”) shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you the Executive shall exceed the net after-tax benefit received by you the Executive if no such reduction was made. For purposes of this Section 7(a)3.3, “net after-tax benefit” shall mean (i) the Payments total of all payments and the value of all benefits which you receive the Executive receives or are is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the CodeParachute Payments, less (ii) the amount of all federal, state and local income taxes payable with respect to the Payments foregoing calculated at the maximum marginal income tax rate for each year in which the Payments foregoing shall be paid to you the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing)) and the amount of applicable employment taxes, less (iii) the amount of Excise Taxes excise taxes imposed with respect to the Payments. payments and benefits described in (bi) All determinations required to be made under this above by Section 7 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee of the Board as constituted immediately prior to the Change in Control (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 4999 of the Code. The Accounting Firm For purposes of this Section 3.3, “Parachute Payment” shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time mean a “parachute payment” as requested by you (provided that you reasonably believe that any defined in Section 280G of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyCode.

Code Section 280G. (ai) In Notwithstanding any other provisions of this Agreement, in the event it shall be determined that any payment or distribution benefit received or to you be received by the Executive (whether pursuant to the terms of this Agreement or for your benefit which is any other plan, arrangement or agreement with (A) the Company, (B) any Person (as defined in the nature of compensation and is contingent on Section 4(e)) whose actions result in a change Change in the ownership Control or effective control of (C) any Person affiliated with the Company or such Person) (all such payments and benefits, including the ownership Severance Payments, being hereinafter called "Total Payments")would not be deductible (in whole or part) by the Company, an affiliate or Person making such payment or providing such benefit as a result of a substantial section 280G of the Code, then, to the extent necessary to make such portion of the assets Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of section 280G of the Company Code in such other plan, arrangement or agreement), the cash Severance Payments shall first be reduced (if necessary, to zero), and all other Severance Payments shall thereafter be reduced (if necessary, to zero); provided, however, that the Executive may elect to have the noncash Severance Payments reduced (or eliminated) prior to any reduction of the cash Severance Payments. (ii) For purposes of this limitation, (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of Section section 280G(b) of the Code shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the Company's accounting firm which (or, in the case of a payment following a Change in Control the accounting firm that was, immediately prior to the Change in Control, the Company's independent auditor) (the "Auditor"),does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2including by reason of section 280G(b)(4)(A) of the Code and would be subject to Code, (C) the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Severance Payments shall be reduced only to the extent necessary so that no portion thereof shall be subject the Total Payments (other than those referred to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you shall exceed the net after-tax benefit received by you if no such reduction was made. For purposes of this Section 7(ain clause (A) or(B), “net after-tax benefit” shall mean (i) the Payments which you receive or are then entitled to receive from the Company that would in their entirety constitute “parachute payments” reasonable compensation for services actually rendered within the meaning of Section section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of section 280G of the Code, less in the opinion of Tax Counsel, and (iiD) the amount value of all federal, state and local income taxes payable with respect to any noncash benefit or any deferred payment or benefit included in the Payments calculated at the maximum marginal income tax rate for each year in which the Total Payments shall be paid to you (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes imposed with respect to the Payments. (b) All determinations required to be made under this Section 7 shall be made by such nationally recognized accounting firm as may be selected determined by the Audit Committee Auditor in accordance with the principles of the Board as constituted immediately prior to the Change in Control sections 280G(d)(3) and (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 4) of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company.

Code Section 280G. (a) In Notwithstanding any provision to the event it contrary contained herein except the last sentence of this Section 4(e), if the cash payments due and the other benefits to which Executive shall be determined become entitled under this Agreement, either alone or together with other payments made pursuant to this Agreement or any other agreement between Executive and the Company or any compensation plan or program that any payment or distribution to you or for your benefit which is are in the nature of compensation to Executive and is are contingent on a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “Payment”)otherwise, would constitute a “parachute payment” under Section 280G(b)(2as defined in Code § 280G (or any successor provision thereto), such lump sum payment and/or such other benefits and payments shall be reduced (but not below zero) of to the Code and would be largest aggregate amount as will result in no portion thereof being subject to the excise tax imposed by Section under Code § 4999 (or any successor provision thereto) or being non-deductible to the Company for Federal Income Tax purposes pursuant to Code § 280G (or any successor provision thereto). Within ten days after the Company informs Executive of the Code (together with any interest necessity of reducing the payments or penalties imposed with respect benefits to such excise tax, the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to avoid the excise tax imposed by Section 4999 or non-deductibility or promptly after Executive otherwise becomes aware of the Code but only if, by reason necessity of such a reduction, Executive in good faith shall determine the net after-tax benefit received by you amount of any reduction to be made pursuant to this Section 4(e) and shall exceed select from among the net after-tax benefit received by you if no such reduction was madeforegoing benefits and payments (selecting first from among amounts other than those that constitute deferred compensation pursuant to Section 409A) those which shall be reduced. For purposes No modification of, or successor provision to, Code § 280G or § 4999 subsequent to the date of this Agreement shall, however, reduce the benefits to which Executive would be entitled under this Agreement in the absence of this Section 7(a), “net after-tax benefit” shall mean (i4(e) the Payments which you receive or are then entitled to receive from the Company that a greater extent than they would constitute “parachute payments” within the meaning of Section have been reduced if Code § 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect § 4999 had not been modified or superseded subsequent to the Payments calculated at the maximum marginal income tax rate for each year in which the Payments shall be paid to you (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes imposed with respect to the Payments. (b) All determinations required to be made under this Section 7 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee of the Board as constituted immediately prior to the Change in Control (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employmentthis Agreement, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject notwithstanding anything to the Excise Tax) or contrary provided in the Company. All fees and expenses first sentence of the Accounting Firm shall be borne solely by the Companythis Section 4(e).

Code Section 280G. (a) In the event it shall be determined that any payment or distribution to you or for your benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “"Payment”"), would constitute a “"parachute payment” " under Section 280G(b)(2) of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “"Excise Tax”"), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you shall exceed the net after-tax benefit received by you if no such reduction was made. For purposes of this Section 7(a), “"net after-tax benefit” " shall mean (i) the Payments which you receive or are then entitled to receive from the Company that would constitute “"parachute payments” " within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect to the Payments calculated at the maximum marginal income tax rate for each year in which the Payments shall be paid to you (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes imposed with respect to the Payments. (b) All determinations required to be made under this Section 7 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee of the Board of Directors of the Company as constituted immediately prior to the Change change in Control control transaction (the “"Accounting Firm”"), provided, that the Accounting Firm’s 's determination shall be made based upon “"substantial authority” " within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company.

Code Section 280G. (a) In the event it shall be determined that any payment or distribution to you or for your benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you shall exceed the net after-tax benefit received by you if no such reduction was made. The specific Payments that shall be reduced and the order of such reduction shall be determined so as to achieve the most favorable economic benefit to you, and to the extent economically equivalent, the Payments shall be reduced pro rata, all as determined by the Company in its sole discretion. For purposes of this Section 7(a9(a), “net after-tax benefit” shall mean (i) the Payments which you receive or are then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect to the Payments calculated at the maximum marginal income tax rate for each year in which the Payments shall be paid to you (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes imposed with respect to the Payments. (b) All determinations required to be made under this Section 7 9 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee of the Board of Directors of the Company as constituted immediately prior to the Change change in Control control transaction (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company.

Code Section 280G. (a) In Notwithstanding any provision of this Agreement to the event it shall be determined that contrary, if all or any payment portion of the payments or distribution benefits received or realized by any Executive pursuant to you this Agreement either alone or for your benefit together with other payments or benefits which such Executive receives or realizes or is in the nature of compensation and is contingent on a change in the ownership then entitled to receive or effective control of realize from the Company or the ownership any of a substantial portion of the assets of the Company (its affiliates would constitute an “excess parachute payment” within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) 280G of the Code and/or any corresponding and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest applicable state law provision, such payments or penalties imposed with respect benefits provided to such excise tax, the “Excise Tax”), then the Payments Executive shall be reduced by reducing the amount of payments or benefits payable to such Executive to the extent necessary so that no portion thereof of such payments or benefits shall be subject to the excise tax imposed by Section 4999 of the Code but and any corresponding and/or applicable state law provision; provided that such reduction shall only be made if, by reason of such reduction, the such Executive’s net after-after tax benefit received by you shall exceed the net after-after tax benefit received by you if no such reduction was were not made. For purposes of this Section 7(a)paragraph, “net after-after tax benefit” shall mean the sum of (i) the Payments which you receive total amount received or are then entitled realized by such Executive pursuant to receive from the Company this Agreement that would constitute a “parachute paymentspayment” within the meaning of Section 280G of the CodeCode and any corresponding and applicable state law provision, plus (ii) all other payments or benefits which such Executive receives or realizes or is then entitled to receive or realize from the Company and any of its affiliates that would constitute a “parachute payment” within the meaning of Section 280G of the Code and any corresponding and applicable state law provision, less (iiiii) the amount of all federal, federal or state and local income taxes payable with respect to the Payments payments or benefits described in (i) and (ii) above calculated at the maximum marginal individual income tax rate for each year in which the Payments payments or benefits shall be paid to you realized by such Executive (based on upon the rate in effect for such year as set forth in the Code as in effect at the time of the first payment receipt or realization of the foregoing), less (iiiiv) the amount of Excise Taxes excise taxes imposed with respect to the Payments. payments or benefits described in (bi) All determinations required to be made under this and (ii) above by Section 7 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee 4999 of the Board as constituted immediately prior to the Change in Control (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations Code and documentation, to you any corresponding and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Companyapplicable state law provision.

Code Section 280G. (a) In the event it Executive shall bear all expense of, and be determined that solely responsible for, all federal, state, local or foreign taxes due with respect to any payment amount payable to or distribution to you or for your other benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code)receivable by Executive hereunder, whether paid or payable pursuant to this letter or otherwise (a “Payment”)including, would constitute a “parachute payment” under Section 280G(b)(2) of the Code and would be subject to the without limitation, any excise tax imposed by Section 4999 of the Code; provided, however, that any such amount or benefit deemed to be a Parachute Payment (as defined below) alone or when added to any other amount payable or paid to or other benefit receivable or received by Executive which is deemed to constitute a Parachute Payment (whether or not under an existing plan, arrangement or other agreement), and would result in the imposition on Executive of an excise tax under Section 4999 of the Code (together with any interest or penalties imposed with respect to all such excise tax, the amounts and benefits being hereinafter called “Excise TaxTotal Payments”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you Executive shall exceed the net after-tax benefit received by you Executive if no such reduction was made. For purposes of this Section 7(a)3.3, “net after-tax benefit” shall mean (i) the Payments total of all payments and the value of all benefits which you receive Executive receives or are is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the CodeParachute Payments, less (ii) the amount of all federal, state and local income taxes payable with respect to the Payments foregoing calculated at the maximum marginal income tax rate for each year in which the Payments foregoing shall be paid to you Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing)) and the amount of applicable employment taxes, less (iii) the amount of Excise Taxes excise taxes imposed with respect to the Payments. payments and benefits described in (bi) All determinations required to be made under this above by Section 7 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee of the Board as constituted immediately prior to the Change in Control (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 4999 of the Code. The Accounting Firm For purposes of this Section 3.3, “Parachute Payment” shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time mean a “parachute payment” as requested by you (provided that you reasonably believe that any defined in Section 280G of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyCode.

Code Section 280G. (a) In the event it shall be determined that any payment or distribution to you or for your benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you shall exceed the net after-tax benefit received by you if no such reduction was made. The specific Payments that shall be reduced and the order of such reduction shall be determined so as to achieve the most favorable economic benefit to you, and to the extent economically equivalent, the Payments shall be reduced pro rata, all as determined by the Company in its sole discretion. For purposes of this Section 7(a8(a), “net after-tax benefit” shall mean (i) the Payments which you receive or are then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect to the Payments calculated at the maximum marginal income tax rate for each year in which the Payments shall be paid to you (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes imposed with respect to the Payments. (b) All determinations required to be made under this Section 7 8 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee of the Board of Directors of the Company as constituted immediately prior to the Change change in Control control transaction (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company.

Code Section 280G. (a) In the event it shall be determined that any payment or distribution to you or for your benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you shall exceed the net after-tax benefit received by you if no such reduction was made. For purposes of this Section 7(a9(a), “net after-tax benefit” shall mean (i) the Payments which you receive or are then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect to the Payments calculated at the maximum marginal income tax rate for each year in which the Payments shall be paid to you (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes imposed with respect to the Payments. (b) All determinations required to be made under this Section 7 9 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee of the Board of Directors of the Company as constituted immediately prior to the Change change in Control control transaction (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company.

Code Section 280G. (a) In Notwithstanding any provision of this Agreement to the event it shall be determined that contrary, if all or any payment portion of the payments or distribution benefits received or realized by any Executive pursuant to you this Agreement either alone or for your benefit together with other payments or benefits which such Executive receives or realizes or is in the nature of compensation and is contingent on a change in the ownership then entitled to receive or effective control of realize from the Company or the ownership any of a substantial portion of the assets of the Company (its affiliates would constitute an "excess parachute payment" within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) 280G of the Code and/or any corresponding and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest applicable state law provision, such payments or penalties imposed with respect benefits provided to such excise tax, the “Excise Tax”), then the Payments Executive shall be reduced by reducing the amount of payments or benefits payable to such Executive to the extent necessary so that no portion thereof of such payments or benefits shall be subject to the excise tax imposed by Section 4999 of the Code but and any corresponding and/or applicable state law provision; provided that such reduction shall only be made if, by reason of such reduction, the such Executive's net after-after tax benefit received by you shall exceed the net after-after tax benefit received by you if no such reduction was were not made. For purposes of this Section 7(a)paragraph, “"net after-after tax benefit” " shall mean the sum of (i) the Payments which you receive total amount received or are then entitled realized by such Executive pursuant to receive from the Company this Agreement that would constitute “a "parachute payments” payment" within the meaning of Section 280G of the CodeCode and any corresponding and applicable state law provision, plus (ii) all other payments or benefits which such Executive receives or realizes or is then entitled to receive or realize from the Company and any of its affiliates that would constitute a "parachute payment" within the meaning of Section 280G of the Code and any corresponding and applicable state law provision, less (iiiii) the amount of all federal, federal or state and local income taxes payable with respect to the Payments payments or benefits described in (i) and (ii) above calculated at the maximum marginal individual income tax rate for each year in which the Payments payments or benefits shall be paid to you realized by such Executive (based on upon the rate in effect for such year as set forth in the Code as in effect at the time of the first payment receipt or realization of the foregoing), less (iiiiv) the amount of Excise Taxes excise taxes imposed with respect to the Payments. payments or benefits described in (bi) All determinations required to be made under this and (ii) above by Section 7 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee 4999 of the Board as constituted immediately prior to the Change in Control (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations Code and documentation, to you any corresponding and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Companyapplicable state law provision.

Code Section 280G. (a) In Notwithstanding any provision of this Agreement to the event it shall be determined that contrary, if all or any payment portion of the payments or distribution benefits received or realized by the 2008 Employee Investor pursuant to you this Agreement either alone or for your benefit together with other payments or benefits which 2008 Employee Investor receives or realizes or is in the nature of compensation and is contingent on a change in the ownership then entitled to receive or effective control of realize from the Company or the ownership any of a substantial portion of the assets of the Company (its affiliates would constitute an “excess parachute payment” within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) 280G of the Code and/or any corresponding and would be subject applicable state law provision, such payments or benefits provided to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments 2008 Employee Investor shall be reduced by reducing the amount of payments or benefits payable to 2008 Employee Investor to the extent necessary so that no portion thereof of such payments or benefits shall be subject to the excise tax imposed by Section 4999 of the Code but and any corresponding and/or applicable state law provision; provided that such reduction shall only be made if, by reason of such reduction, the 2008 Employee Investor’s net after-after tax benefit received by you shall exceed the net after-after tax benefit received by you if no such reduction was were not made. For purposes of this Section 7(a)paragraph, “net after-after tax benefit” shall mean the sum of (i) the Payments which you receive total amount received or are then entitled realized by 2008 Employee Investor pursuant to receive from the Company this Agreement that would constitute a “parachute paymentspayment” within the meaning of Section 280G of the CodeCode and any corresponding and applicable state law provision, plus (ii) all other payments or benefits which 2008 Employee Investor receives or realizes or is then entitled to receive or realize from the Company and any of its affiliates that would constitute a “parachute payment” within the meaning of Section 280G of the Code and any corresponding and applicable state law provision, less (iiiii) the amount of all federal, federal or state and local income taxes payable with respect to the Payments payments or benefits described in (i) and (ii) above calculated at the maximum marginal individual income tax rate for each year in which the Payments payments or benefits shall be paid to you realized by 2008 Employee Investor (based on upon the rate in effect for such year as set forth in the Code as in effect at the time of the first payment receipt or realization of the foregoing), less (iiiiv) the amount of Excise Taxes excise taxes imposed with respect to the Payments. payments or benefits described in (bi) All determinations required and (ii) above by Section 4999 of the Code and any corresponding and applicable state law provision. Notwithstanding any other agreements or arrangements to be made the contrary, this Section 13 sets forth the 2008 Employee Investor’s sole and exclusive rights with regard to the Company and its Subsidiaries relating to the potential tax treatment under Section 280G and Section 4999 of the Code and any corresponding state law provisions of any payments or benefits realized by the 2008 Employee Investor under this Section 7 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee of the Board as constituted immediately prior to the Change in Control (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyAgreement.

Code Section 280G. (a) In the event it shall be determined that any payment or distribution to you or for your benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter Agreement or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you shall exceed the net after-tax benefit received by you if no such reduction was made. For purposes of this Section 7(a9(a), “net after-tax benefit” shall mean (i) the Payments which you receive or are then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect to the Payments calculated at the maximum marginal income tax rate for each year in which the Payments shall be paid to you (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes imposed with respect to the Payments. (b) All determinations required to be made under this Section 7 9 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee of the Board as constituted immediately prior to the Change above change in Control control (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company.

Code Section 280G. (a) In Notwithstanding any provision of this Agreement to the event it shall be determined that contrary, if all or any payment portion of the payments or distribution benefits received or realized by an 2006 Employee Investor pursuant to you this Agreement either alone or for your benefit together with other payments or benefits which 2006 Employee Investor receives or realizes or is in the nature of compensation and is contingent on a change in the ownership then entitled to receive or effective control of realize from the Company or the ownership any of a substantial portion of the assets of the Company (its affiliates would constitute an “excess parachute payment” within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) 280G of the Code and/or any corresponding and would be subject applicable state law provision, such payments or benefits provided to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments 2006 Employee Investor shall be reduced by reducing the amount of payments or benefits payable to 2006 Employee Investor to the extent necessary so that no portion thereof of such payments or benefits shall be subject to the excise tax imposed by Section 4999 of the Code but and any corresponding and/or applicable state law provision; provided that such reduction shall only be made if, by reason of such reduction, the 2006 Employee Investor’s net after-after tax benefit received by you shall exceed the net after-after tax benefit received by you if no such reduction was were not made. For purposes of this Section 7(a)paragraph, “net after-after tax benefit” shall mean the sum of (i) the Payments which you receive total amount received or are then entitled realized by 2006 Employee Investor pursuant to receive from the Company this Agreement that would constitute a “parachute paymentspayment” within the meaning of Section 280G of the CodeCode and any corresponding and applicable state law provision, plus (ii) all other payments or benefits which 2006 Employee Investor receives or realizes or is then entitled to receive or realize from the Company and any of its affiliates that would constitute a “parachute payment” within the meaning of Section 280G of the Code and any corresponding and applicable state law provision, less (iiiii) the amount of all federal, federal or state and local income taxes payable with respect to the Payments payments or benefits described in (i) and (ii) above calculated at the maximum marginal individual income tax rate for each year in which the Payments payments or benefits shall be paid to you realized by 2006 Employee Investor (based on upon the rate in effect for such year as set forth in the Code as in effect at the time of the first payment receipt or realization of the foregoing), less (iiiiv) the amount of Excise Taxes excise taxes imposed with respect to the Payments. payments or benefits described in (bi) All determinations required and (ii) above by Section 4999 of the Code and any corresponding and applicable state law provision. Notwithstanding any other agreements or arrangements to be made the contrary, this Section 13 sets forth the 2006 Employee Investors’ sole and exclusive rights with regard to the Company and its Subsidiaries relating to the potential tax treatment under Section 280G and Section 4999 of the Code and any corresponding state law provisions of any payments or benefits realized by an 2006 Employee Investor under this Section 7 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee of the Board as constituted immediately prior to the Change in Control (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyAgreement.

Code Section 280G. (a) In Notwithstanding any provision in this Agreement to the event it shall be determined that contrary, if all or any payment portion of the payments or distribution benefits received or realized by Executive either alone or together with other payments or benefits which Executive receives or realizes or is then entitled to you receive or for your benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of realize from the Company or the ownership any of its affiliates would constitute a substantial portion of the assets of the Company ("parachute payment" within the meaning of Section 280G(b)(2) 280G of the Internal Revenue Code of 1986, as amended (or any successor section) and the regulations promulgated thereunder (the "Code)") and/or any corresponding and applicable state law provision, whether paid such payments or payable pursuant benefits provided to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments Executive shall be reduced by reducing the amount of payments or benefits payable to Executive pursuant to Section 11 of this Agreement to the extent necessary so that no portion thereof of such payments shall be subject to the excise tax imposed by Section 4999 of the Code but and any corresponding and/or applicable state law provision; provided, however, that such reduction shall only be made if, by reason of such reduction, the Executive's net after-after tax benefit received by you shall exceed the net after-after tax benefit received by you if no such reduction was were not made. For purposes of this Section 7(a)16, “"net after-after tax benefit” " shall mean the sum of (i) the Payments which you receive total amount received or are then entitled realized by Executive pursuant to receive from the Company this Agreement that would constitute “a "parachute payments” payment" within the meaning of Section 280G of the CodeCode and any corresponding and applicable state law provision plus (ii) all other payments or benefits which Executive receives or realizes or is then entitled to receive or realize from the Company and any of its affiliates that would constitute a "parachute payment" within the meaning of Section 280G of the Code and any corresponding and applicable state law provision, less (iiiii) the amount of all federal, federal or state and local income taxes payable with respect to the Payments payments or benefits described in (i) and (ii) above calculated at the maximum marginal individual income tax rate for each year in which the Payments payments or benefits shall be paid to you realized by Executive (based on upon the rate in effect for such year as set forth in the Code as in effect at the time of the first payment receipt or realization of the foregoing), less (iiiiv) the amount of Excise Taxes excise taxes imposed with respect to the Payments. payments or benefits described in (bi) All determinations required to be made under this and (ii) above by Section 7 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee 4999 of the Board as constituted immediately prior to the Change in Control (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations Code and documentation, to you any corresponding and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Companyapplicable state law provision.

Code Section 280G. (a) In Notwithstanding any provision of this Agreement to the event it shall be determined that contrary, if all or any payment portion of the payments or distribution benefits received or realized by Executive pursuant to you this Agreement either alone or for your benefit together with other payments or benefits which Executive receives or realizes or is in the nature of compensation and is contingent on a change in the ownership then entitled to receive or effective control of realize from the Company or the ownership any of a substantial portion of the assets of the Company (its affiliates would constitute an "EXCESS PARACHUTE PAYMENT" within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) 280G of the Code and/or any corresponding and would be subject applicable state law provision, such payments or benefits provided to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments Executive shall be reduced by reducing the amount of payments or benefits payable to Executive to the extent necessary so that no portion thereof of such payments or benefits shall be subject to the excise tax imposed by Section 4999 of the Code but and any corresponding and/or applicable state law provision; provided that such reduction shall only be made if, by reason of such reduction, the Executive's net after-after tax benefit received by you shall exceed the net after-after tax benefit received by you if no such reduction was were not made. For purposes of this Section 7(a)paragraph, “net after-tax benefit” "NET AFTER TAX BENEFIT" shall mean the sum of (i) the Payments which you receive total amount received or are then entitled realized by Executive pursuant to receive from the Company this Agreement that would constitute “a "parachute payments” payment" within the meaning of Section 280G of the CodeCode and any corresponding and applicable state law provision, plus (ii) all other payments or benefits which Executive receives or realizes or is then entitled to receive or realize from the Company and any of its affiliates that would constitute a "parachute payment" within the meaning of Section 280G of the Code and any corresponding and applicable state law provision, less (iiiii) the amount of all federal, federal or state and local income taxes payable with respect to the Payments payments or benefits described in (i) and (ii) above calculated at the maximum marginal individual income tax rate for each year in which the Payments payments or benefits shall be paid to you realized by Executive (based on upon the rate in effect for such year as set forth in the Code as in effect at the time of the first payment receipt or realization of the foregoing), less (iiiiv) the amount of Excise Taxes excise taxes imposed with respect to the Payments. payments or benefits described in (bi) All determinations required to be made under this and (ii) above by Section 7 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee 4999 of the Board as constituted immediately prior to the Change in Control (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations Code and documentation, to you any corresponding and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Companyapplicable state law provision.

Code Section 280G. (a) In Notwithstanding any provision of this Agreement to the event it shall be determined that contrary, if all or any payment portion of the payments or distribution benefits received or realized by Executive pursuant to you this Agreement either alone or for your benefit together with other payments or benefits which Executive receives or realizes or is in the nature of compensation and is contingent on a change in the ownership then entitled to receive or effective control of realize from the Company or the ownership any of its affiliates would constitute a substantial portion of the assets of the Company ("parachute payment" within the meaning of Section 280G(b)(2) 280G of the Code)Code and/or any corresponding and applicable state law provision, whether paid such payments or benefits provided to Executive shall be reduced by reducing the amount of payments or benefits payable to Executive pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments shall be reduced Agreement to the extent necessary so that no portion thereof of such payments or benefits shall be subject to the excise tax imposed by Section 4999 of the Code but and any corresponding and/or applicable state law provision; provided that such reduction shall only be made if, by reason of such reduction, the Executive's net after-after tax benefit received by you shall exceed the net after-after tax benefit received by you if no such reduction was were not made. For purposes of this Section 7(a)paragraph, “"net after-after tax benefit” " shall mean the sum of (ia) the Payments which you receive total amount received or are then entitled realized by Executive pursuant to receive from the Company this Agreement that would constitute “a "parachute payments” payment" within the meaning of Section 280G of the CodeCode and any corresponding and applicable state law provision, plus (b) all other payments or benefits which Executive receives or realizes or is then entitled to receive or realize from the Company and any of its affiliates that would constitute a "parachute payment" within the meaning of Section 280G of the Code and any corresponding and applicable state law provision, less (iic) the amount of all federal, federal or state and local income taxes payable with respect to the Payments payments or benefits described in (a) and (b) above calculated at the maximum marginal individual income tax rate for each year in which the Payments payments or benefits shall be paid to you realized by Executive (based on upon the rate in effect for such year as set forth in the Code as in effect at the time of the first payment receipt or realization of the foregoing), less (iiid) the amount of Excise Taxes excise taxes imposed with respect to the Payments. payments or benefits described in (a) and (b) All determinations required to be made under this above by Section 7 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee 4999 of the Board as constituted immediately prior to the Change in Control (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations Code and documentation, to you any corresponding and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Companyapplicable state law provision.

Code Section 280G. (a) In Notwithstanding any provision of this Agreement to the event it shall be determined that contrary, if all or any payment portion of the payments or distribution benefits received or realized by an 2006 Director Investor pursuant to you this Agreement either alone or for your benefit together with other payments or benefits which 2006 Director Investor receives or realizes or is in the nature of compensation and is contingent on a change in the ownership then entitled to receive or effective control of realize from the Company or the ownership any of a substantial portion of the assets of the Company (its affiliates would constitute an “excess parachute payment” within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) 280G of the Code and/or any corresponding and would be subject applicable state law provision, such payments or benefits provided to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments 2006 Director Investor shall be reduced by reducing the amount of payments or benefits payable to 2006 Director Investor to the extent necessary so that no portion thereof of such payments or benefits shall be subject to the excise tax imposed by Section 4999 of the Code but and any corresponding and/or applicable state law provision; provided that such reduction shall only be made if, by reason of such reduction, the 2006 Director Investor’s net after-after tax benefit received by you shall exceed the net after-after tax benefit received by you if no such reduction was were not made. For purposes of this Section 7(a)paragraph, “net after-after tax benefit” shall mean the sum of (i) the Payments which you receive total amount received or are then entitled realized by 2006 Director Investor pursuant to receive from the Company this Agreement that would constitute a “parachute paymentspayment” within the meaning of Section 280G of the CodeCode and any corresponding and applicable state law provision, plus (ii) all other payments or benefits which 2006 Director Investor receives or realizes or is then entitled to receive or realize from the Company and any of its affiliates that would constitute a “parachute payment” within the meaning of Section 280G of the Code and any corresponding and applicable state law provision, less (iiiii) the amount of all federal, federal or state and local income taxes payable with respect to the Payments payments or benefits described in (i) and (ii) above calculated at the maximum marginal individual income tax rate for each year in which the Payments payments or benefits shall be paid to you realized by 2006 Director Investor (based on upon the rate in effect for such year as set forth in the Code as in effect at the time of the first payment receipt or realization of the foregoing), less (iiiiv) the amount of Excise Taxes excise taxes imposed with respect to the Payments. payments or benefits described in (bi) All determinations required and (ii) above by Section 4999 of the Code and any corresponding and applicable state law provision. Notwithstanding any other agreements or arrangements to be made the contrary, this Section 13 sets forth the 2006 Director Investors’ sole and exclusive rights with regard to the Company and its Subsidiaries relating to the potential tax treatment under Section 280G and Section 4999 of the Code and any corresponding state law provisions of any payments or benefits realized by an 2006 Director Investor under this Section 7 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee of the Board as constituted immediately prior to the Change in Control (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyAgreement.

Code Section 280G. (a) In the event it shall be determined that If any payment or distribution benefit received or to you or for your benefit which is be received by Executive in the nature of compensation and is contingent on connection with a "change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets control" of the Company (within the meaning of Section 280G(b)(2) 280G of the Code), whether paid or payable pursuant to the terms of this letter Agreement or otherwise any other plan, arrangement or agreement with the Company or an affiliate of the Company (a “Payment”the "Payments"), would constitute a “"parachute payment” under " within the meaning of Section 280G(b)(2) 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise taxCode, the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you to Executive shall exceed the net after-tax benefit received by you to Executive if no such reduction was made. For purposes of this Section 7(a)12, “"net after-tax benefit” " shall mean (i) the Payments total of all payments and the value of all benefits which you receive Executive receives or are is then entitled to receive from the Company that would constitute “"parachute payments” " within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect to the Payments foregoing calculated at the maximum marginal income tax rate for each year in which the Payments foregoing shall be paid to you Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes excise taxes imposed with respect to the Payments. payments and benefits described in (bi) All determinations required to be made under this above by Section 7 shall 4999 of the Code. The foregoing determination will be made by such a nationally recognized accounting firm as may be (the "Accounting Firm") selected by the Audit Committee of the Board as constituted immediately prior Executive and reasonably acceptable to the Change in Control (the “Accounting Firm”)Company, provided, that the Accounting Firm’s 's determination shall be made based upon “"substantial authority” " within the meaning of Section 6662 of the Code. The Accounting Firm shall provide Executive and the Company with its determination, together with determinations and detailed supporting calculations and documentation, to you and the Company within with respect thereto at least 15 business days following prior to the date on which Executive would be entitled to receive a Payment (or as soon as practicable in the event that the Accounting Firm has less than 15 business days advance notice that Executive may receive a Payment) in order that Executive may determine whether it is in Executive's best interest to waive the receipt of termination of your employmentany or all amounts which may constitute "excess parachute payments." If the Accounting Firm determines that such reduction is required by this Section 12, if applicableExecutive, or such other time as requested by you (provided that you reasonably believe that any in his sole and absolute discretion, may determine which of the Payments may shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax) excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to Executive. Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 12. All The first $5,000 of fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 12 will be borne exclusively by the Company, and the balance of any such fees and expenses, if any shall be borne solely exclusively by the CompanyExecutive.

Code Section 280G. (a) In the event it shall be determined that any payment or distribution to you or for your benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you shall exceed the net after-tax benefit received by you if no such reduction was made. The specific Payments that shall be reduced and the order of such reduction shall be determined so as to achieve the most favorable economic benefit to you, and to the extent economically equivalent, the Payments shall be reduced pro rata, all as determined by the Company in its sole discretion. For purposes of this Section 7(a8(a), “net after-tax benefit” shall mean (i) the Payments which you receive or are then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect to the Payments calculated at the maximum marginal income tax rate for each year in which the Payments shall be paid to you (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes imposed with respect to the Payments. (b) All determinations required to be made under this Section 7 8 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee of the Board as constituted immediately prior to the Change change in Control control transaction (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company.

Code Section 280G. Notwithstanding anything to the contrary in this Agreement, if the Employee is a “disqualified individual” (a) In as defined in Code Section 280G(c)), and the event it shall be determined that payments and benefits provided for under this Agreement, together with any payment or distribution other payments and benefits which the Employee has the right to you or for your benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of receive from the Company or the ownership any of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “Payment”)its affiliates, would constitute a “parachute payment” under (as defined in Code Section 280G(b)(2) of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”)), then the Payments payments and benefits provided for under this Agreement shall be either (a) reduced to (but not below zero) so that the extent necessary present value of such total amounts and benefits received by the Employee from the Company and its affiliates will be one dollar ($1.00) less than three times the Employee’s “base amount” (as defined in Code Section 280G(b)(3)) and so that no portion thereof of such amounts and benefits received by the Employee shall be subject to the excise tax imposed by Code Section 4999 of or (b) paid in full, whichever produces the Code but only if, by reason of such reduction, the better net after-tax benefit received by you shall exceed the net after-tax benefit received by you if no such reduction was made. For purposes of this Section 7(a), “net after-tax benefit” shall mean (i) the Payments which you receive or are then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect position to the Payments calculated at the maximum marginal income Employee (taking into account any applicable excise tax rate for each year in which the Payments shall be paid to you (based on the rate in effect for such year as set forth in the under Code as in effect at the time Section 4999 and any other applicable taxes). The reduction of the first payment of the foregoing)payments and benefits hereunder, less (iii) the amount of Excise Taxes imposed with respect to the Payments. (b) All determinations required to be made under this Section 7 if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized accounting firm as may be selected mutually agreed to by the Audit Committee of Company and the Board as constituted Employee. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Employee’s base amount, then the Employee shall immediately prior repay such excess to the Change in Control (the “Accounting Firm”), provided, Company upon notification that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Companyan overpayment has been made.

Code Section 280G. (a) In the event it shall be determined that any payment or distribution to you or for your benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “"Payment”"), would constitute a “"parachute payment” " under Section 280G(b)(2) of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “"Excise Tax”"), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you shall exceed the net after-tax benefit received by you if no such reduction was made. For purposes of this Section 7(a8(a), “"net after-tax benefit” " shall mean (i) the Payments which you receive or are then entitled to receive from the Company that would constitute “"parachute payments” " within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect to the Payments calculated at the maximum marginal income tax rate for each year in which the Payments shall be paid to you (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes imposed with respect to the Payments. (b) All determinations required to be made under this Section 7 8 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee of the Board as constituted immediately prior to the Change change in Control control transaction (the “"Accounting Firm”"), provided, that the Accounting Firm’s 's determination shall be made based upon “"substantial authority” " within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company.

Code Section 280G. (a) In the event it shall be determined that any payment or distribution to you or for your benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you shall exceed the net after-tax benefit received by you if no such reduction was made. For purposes of this Section 7(a10(a), “net after-tax benefit” shall mean (i) the Payments which you receive or are then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect to the Payments calculated at the maximum marginal income tax rate for each year in which the Payments shall be paid to you (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes imposed with respect to the Payments. (b) All determinations required to be made under this Section 7 10 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee of the Board of Directors of the Company as constituted immediately prior to the Change change in Control control transaction (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company.

Code Section 280G. (a) In the event it shall be determined that If any payment or distribution benefit received or to you or for your benefit which is be received by Executive in the nature of compensation and is contingent on connection with a “change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets control” of the Company (within the meaning of Section 280G(b)(2) 280G of the Code), whether paid or payable pursuant to the terms of this letter Agreement or otherwise any other plan, arrangement or agreement with the Company or an affiliate of the Company (a the “PaymentPayments”), would constitute a “parachute payment” under within the meaning of Section 280G(b)(2) 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise taxCode, the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you to Executive shall exceed the net after-tax benefit received by you to Executive if no such reduction was made. For purposes of this Section 7(a)12, “net after-tax benefit” shall mean (i) the Payments total of all payments and the value of all benefits which you receive Executive receives or are is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect to the Payments foregoing calculated at the maximum marginal income tax rate for each year in which the Payments foregoing shall be paid to you Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes excise taxes imposed with respect to the Payments. payments and benefits described in (bi) All determinations required to be made under this above by Section 7 shall 4999 of the Code. The foregoing determination will be made by such a nationally recognized accounting firm as may be selected by the Audit Committee of the Board as constituted immediately prior to the Change in Control (the “Accounting Firm”)) selected by Executive and reasonably acceptable to the Company, provided, that the Accounting Firm’s 's determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide Executive and the Company with its determination, together with determinations and detailed supporting calculations and documentation, to you and the Company within with respect thereto at least 15 business days following prior to the date on which Executive would be entitled to receive a Payment (or as soon as practicable in the event that the Accounting Firm has less than 15 business days advance notice that Executive may receive a Payment) in order that Executive may determine whether it is in Executive's best interest to waive the receipt of termination of your employmentany or all amounts which may constitute “excess parachute payments.” If the Accounting Firm determines that such reduction is required by this Section 12, if applicableExecutive, or such other time as requested by you (provided that you reasonably believe that any in her sole and absolute discretion, may determine which of the Payments may shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax) excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to Executive. Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 12. All The first $5,000 of fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 12 will be borne exclusively by the Company, and the balance of any such fees and expenses, if any shall be borne solely exclusively by the CompanyExecutive.

Code Section 280G. (a) In the event it shall be determined that If any payment or distribution benefit received or to you or for your benefit which is be received by Executive in the nature of compensation and is contingent on connection with a "change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets control" of the Company (within the meaning of Section 280G(b)(2) 280G of the Code), whether paid or payable pursuant to the terms of this letter Agreement or otherwise any other plan, arrangement or agreement with the Company or an affiliate of the Company (a “Payment”the "PAYMENTS"), would constitute a “"parachute payment” under " within the meaning of Section 280G(b)(2) 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise taxCode, the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you to Executive shall exceed the net after-tax benefit received by you to Executive if no such reduction was made. For purposes of this Section 7(a)SECTION 12, “"net after-tax benefit” " shall mean (i) the Payments total of all payments and the value of all benefits which you receive Executive receives or are is then entitled to receive from the Company that would constitute “"parachute payments” " within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect to the Payments foregoing calculated at the maximum marginal income tax rate for each year in which the Payments foregoing shall be paid to you Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes excise taxes imposed with respect to the Payments. payments and benefits described in (bi) All determinations required to be made under this above by Section 7 shall 4999 of the Code. The foregoing determination will be made by such a nationally recognized accounting firm as may be (the "ACCOUNTING FIRM") selected by the Audit Committee of the Board as constituted immediately prior Executive and reasonably acceptable to the Change in Control (the “Accounting Firm”)Company, providedPROVIDED, that the Accounting Firm’s 's determination shall be made based upon “"substantial authority” " within the meaning of Section 6662 of the Code. The Accounting Firm shall provide Executive and the Company with its determination, together with determinations and detailed supporting calculations and documentation, to you and the Company within with respect thereto at least 15 business days following prior to the date on which Executive would be entitled to receive a Payment (or as soon as practicable in the event that the Accounting Firm has less than 15 business days advance notice that Executive may receive a Payment) in order that Executive may determine whether it is in Executive's best interest to waive the receipt of termination of your employmentany or all amounts which may constitute "excess parachute payments." If the Accounting Firm determines that such reduction is required by this SECTION 12, if applicableExecutive, or such other time as requested by you (provided that you reasonably believe that any in his sole and absolute discretion, may determine which of the Payments may shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax) excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to Executive. Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this SECTION 12. All The first $10,000 of fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this SECTION 12 will be borne exclusively by the Company, and the balance of any such fees and expenses, if any shall be borne solely exclusively by the CompanyExecutive.

Code Section 280G. (a) In the event it shall be determined that If any payment or distribution benefit received or to you or for your benefit which is be received by Executive in the nature of compensation and is contingent on connection with a “change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets control” of the Company (within the meaning of Section 280G(b)(2) 280G of the Code), whether paid or payable pursuant to the terms of this letter Agreement or otherwise any other plan, arrangement or agreement with the Company or an affiliate of the Company (a the “PaymentPayments”), would constitute a “parachute payment” under within the meaning of Section 280G(b)(2) 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise taxCode, the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by you to Executive shall exceed the net after-tax benefit received by you to Executive if no such reduction was made. For purposes of this Section 7(a)12, “net after-tax benefit” shall mean (i) the Payments total of all payments and the value of all benefits which you receive Executive receives or are is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect to the Payments foregoing calculated at the maximum marginal income tax rate for each year in which the Payments foregoing shall be paid to you Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes excise taxes imposed with respect to the Payments. payments and benefits described in (bi) All determinations required to be made under this above by Section 7 shall 4999 of the code. The foregoing determination will be made by such a nationally recognized accounting firm as may be selected by the Audit Committee of the Board as constituted immediately prior to the Change in Control (the “Accounting Firm”)) selected by Executive and reasonably acceptable to the Company, provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the Code. The Accounting Firm shall provide Executive and the Company with its determination, together with determinations and detailed supporting calculations and documentation, to you and the Company within with respect thereto at least 15 business days following prior to the date on which Executive would be entitled to receive a Payment (or as soon as practicable in the event that the Accounting Firm has less than 15 business days advance notice that Executive may receive a Payment) in order that Executive may determine whether it is in Executive’s best interest to waive the receipt of termination of your employmentany or all amounts which may constitute “excess parachute payments.” If the Accounting Firm determines that such reduction is required by this Section 12, if applicableExecutive, or such other time as requested by you (provided that you reasonably believe that any in her sole and absolute discretion, may determine which of the Payments may shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax) excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to Executive. Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 12. All The first $10,000 of fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 12 will be borne exclusively by the Company, and the balance of any such fees and expenses, if any shall be borne solely exclusively by the CompanyExecutive.

Code Section 280G. (a) In Notwithstanding any provision of this Agreement to ----------------- the event it shall be determined that contrary, if all or any payment portion of the payments or distribution benefits received or realized by Executive pursuant to you this Agreement either alone or for your benefit together with other payments or benefits which Executive receives or realizes or is in the nature of compensation and is contingent on a change in the ownership then entitled to receive or effective control of realize from the Company or the ownership any of its affiliates would constitute a substantial portion of the assets of the Company ("parachute payment" within the meaning of Section 280G(b)(2) 280G of the Internal Revenue Code of 1986, as amended (or any successor section) and the regulations promulgated thereunder (the "Code)") and/or any corresponding and ---- applicable state law provision, whether paid such payments or benefits provided to Executive shall be reduced by reducing the amount of payments or benefits payable to Executive pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments shall be reduced Agreement to the extent necessary so that no portion thereof of such payments or benefits shall be subject to the excise tax imposed by Section 4999 of the Code but and any corresponding and/or applicable state law provision; provided that such reduction shall only be made if, by reason of such -------- ---- reduction, the Executive's net after-after tax benefit received by you shall exceed the net after-after tax benefit received by you if no such reduction was were not made. For purposes of this Section 7(a)paragraph, “"net after---- after tax benefit” " shall mean the sum of (i) the Payments which you receive total amount received or are then entitled ----------------- realized by Executive pursuant to receive from the Company this Agreement that would constitute “a "parachute payments” payment" within the meaning of Section 280G of the CodeCode and any corresponding and applicable state law provision, plus (ii) all other payments or benefits which Executive receives or realizes or is then entitled to receive or realize from the Company and any of its affiliates that would constitute a "parachute payment" within the meaning of Section 280G of the Code and any corresponding and applicable state law provision, less (iiiii) the amount of all federal, federal or state and local income taxes payable with respect to the Payments payments or benefits described in (i) and (ii) above calculated at the maximum marginal individual income tax rate for each year in which the Payments payments or benefits shall be paid to you realized by Executive (based on upon the rate in effect for such year as set forth in the Code as in effect at the time of the first payment receipt or realization of the foregoing), less (iiiiv) the amount of Excise Taxes excise taxes imposed with respect to the Payments. payments or benefits described in (bi) All determinations required to be made under this and (ii) above by Section 7 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee 4999 of the Board as constituted immediately prior to the Change in Control (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the CodeCode and any corresponding and applicable state law provision. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company.* * * * *

Code Section 280G. (a) In Notwithstanding any provision of this Agreement to ----------------- the event it shall be determined that contrary, if all or any payment portion of the payments or distribution benefits received or realized by Executive pursuant to you this Agreement either alone or for your benefit together with other payments or benefits which Executive receives or realizes or is in the nature of compensation and is contingent on a change in the ownership then entitled to receive or effective control of realize from the Company or the ownership any of its affiliates would constitute a substantial portion of the assets of the Company ("parachute payment" within the meaning of Section 280G(b)(2) 280G of the Internal Revenue Code of 1986, as amended (or any successor section) and the regulations promulgated thereunder (the "Code)") and/or any corresponding and ---- applicable state law provision, whether paid such payments or benefits provided to Executive shall be reduced by reducing the amount of payments or benefits payable to Executive pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments shall be reduced Agreement to the extent necessary so that no portion thereof of such payments or benefits shall be subject to the excise tax imposed by Section 4999 of the Code but and any corresponding and/or applicable state law provision; provided that such reduction shall only be made if, by reason of such -------- ---- reduction, the Executive's net after-after tax benefit received by you shall exceed the net after-after tax benefit received by you if no such reduction was were not made. For purposes of this Section 7(a)paragraph, “"net after---- after tax benefit” " shall mean the sum of (i) the Payments which you receive total amount received or are then entitled ----------------- realized by Executive pursuant to receive from the Company this Agreement that would constitute “a "parachute payments” payment" within the meaning of Section 280G of the CodeCode and any corresponding and applicable state law provision, plus (ii) all other payments or benefits which Executive receives or realizes or is then entitled to receive or realize from the Company and any of its affiliates that would constitute a "parachute payment" within the meaning of Section 280G of the Code and any corresponding and applicable state law provision, less (iiiii) the amount of all federal, federal or state and local income taxes payable with respect to the Payments payments or benefits described in (i) and (ii) above calculated at the maximum marginal margin individual income tax rate for each year in which the Payments payments or benefits shall be paid to you realized by Executive (based on upon the rate in effect for such year as set forth in the Code as in effect at the time of the first payment receipt or realization of the foregoing), less (iiiiv) the amount of Excise Taxes excise taxes imposed with respect to the Payments. payments or benefits described in (bi) All determinations required to be made under this and (ii) above by Section 7 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee 4999 of the Board as constituted immediately prior to the Change in Control (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning of Section 6662 of the CodeCode and any corresponding and applicable state law provision. The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company.* * * * *

Code Section 280G. (a) In the event it Executive shall bear all expense of, and be determined that solely responsible for, any payment or distribution to you or for your benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, tax being the “Excise Tax”) to the extent applicable; provided, however, that any payment or benefit received or to be received by Executive (whether payable under the terms of this Agreement or any other plan, arrangement or agreement with either Employer or Employer Group (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code (to the extent applicable), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code Excise Tax, but only if, by reason of such reduction, the “net after‑tax benefit” received by Executive shall exceed the “net after-tax benefit benefit” that would be received by you shall exceed the net after-tax benefit received by you Executive if no such reduction was made. For purposes of this Section 7(a), . (b) The “net after-tax benefit” shall mean (i) the Payments which you receive Executive receives or are is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the Payments foregoing calculated at the maximum highest marginal income tax rate for each year in which the Payments foregoing shall be paid to you Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Taxes Tax imposed with respect to the Paymentspayments and benefits described in clause (b)(i) above. (bc) All determinations required to be made under this Section 7 shall Paragraph 18 will be made by such nationally an actuarial firm, accounting firm, law firm, or consulting firm experienced and generally recognized accounting firm as may be selected by the Audit Committee of the Board as constituted immediately prior to the Change in Control 280G matters (the “Accounting 280G Firm”), provided, ) that the Accounting Firm’s determination shall be made based upon “substantial authority” is chosen by MVB prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 6662 280G of the Code). The Accounting 280G Firm shall provide its determination, together with detailed supporting calculations and documentation, be required to you evaluate the applicability of Section 280G to this case and the Company within 15 business days following extent to which payments are exempt from Section 280G as reasonable compensation for services rendered before or after the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may be subject to the Excise Tax) or the CompanyChange in Control. All fees and expenses of the Accounting 280G Firm shall be borne paid solely by MVB or its successor. MVB will direct the Company280G Firm to submit any determination it makes under this Paragraph 18 and detailed supporting calculations to both Executive and MVB as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Paragraph 18, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Section 280G of the Code and Code Section 409A, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and MVB shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to elect to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Paragraph 18, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against MVB or Executive, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to MVB, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to MVB unless, and then only to the extent that, the deemed loan and payment would either (i) reduce the amount on which Executive is subject to Excise Tax under Section 4999 of the Code or (ii) generate a refund of Excise Tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and MVB of that determination, and MVB will promptly pay the amount of that Underpayment to Executive without interest. (f) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm, in connection with the preparation and issuance of the determinations and calculations contemplated by this Paragraph 18. For purposes of making the calculations required by this Paragraph 18, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Code Section 280G. (a) In Notwithstanding any provision of this Agreement to the event it shall be determined that contrary, if all or any payment portion of the payments or distribution benefits received or realized by an Employee Investor pursuant to you this Agreement either alone or for your benefit together with other payments or benefits which Employee Investor receives or realizes or is in the nature of compensation and is contingent on a change in the ownership then entitled to receive or effective control of realize from the Company or the ownership any of a substantial portion of the assets of the Company (its affiliates would constitute an "EXCESS PARACHUTE PAYMENT" within the meaning of Section 280G(b)(2) of the Code), whether paid or payable pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) 280G of the Code and/or any corresponding and would be subject applicable state law provision, such payments or benefits provided to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Payments Employee Investor shall be reduced by reducing the amount of payments or benefits payable to Employee Investor to the extent necessary so that no portion thereof of such payments or benefits shall be subject to the excise tax imposed by Section 4999 of the Code but and any corresponding and/or applicable state law provision; provided that such reduction shall only be made if, by reason of such reduction, the Employee Investor's net after-after tax benefit received by you shall exceed the net after-after tax benefit received by you if no such reduction was were not made. For purposes of this Section 7(a)paragraph, “net after-tax benefit” "NET AFTER TAX BENEFIT" shall mean the sum of (i) the Payments which you receive total amount received or are then entitled realized by Employee Investor pursuant to receive from the Company this Agreement that would constitute “a "parachute payments” payment" within the meaning of Section 280G of the CodeCode and any corresponding and applicable state law provision, plus (ii) all other payments or benefits which Employee Investor receives or realizes or is then entitled to receive or realize from the Company and any of its affiliates that would constitute a "parachute payment" within the meaning of Section 280G of the Code and any corresponding and applicable state law provision, less (iiiii) the amount of all federal, federal or state and local income taxes payable with respect to the Payments payments or benefits described in (i) and (ii) above calculated at the maximum marginal individual income tax rate for each year in which the Payments payments or benefits shall be paid to you realized by Employee Investor (based on upon the rate in effect for such year as set forth in the Code as in effect at the time of the first payment receipt or realization of the foregoing), less (iiiiv) the amount of Excise Taxes excise taxes imposed with respect to the Payments. payments or benefits described in (bi) All determinations required and (ii) above by Section 4999 of the Code and any corresponding and applicable state law provision. Notwithstanding any other agreements or arrangements to be made the contrary (including without limitation those entered into in connection with the 2004 Retention Plan), this SECTION 13 sets forth the Employee Investors' sole and exclusive rights with regard to the Company and its Subsidiaries relating to the potential tax treatment under Section 280G and Section 4999 of the Code and any corresponding state law provisions of any payments or benefits realized by an Employee Investor under this Section 7 shall be made by such nationally recognized accounting firm as may be selected by the Audit Committee Agreement. [ALTERNATIVE PROVISION FOR EMPLOYEE INVESTORS WHO HAVE A SEVERANCE AGREEMENT WITH A GROSS UP PROVISION: If all or any portion of the Board as constituted immediately prior payments or benefits received or realized by an Employee Investor pursuant to the Change in Control this Agreement (the “Accounting Firm”), provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” including any acceleration of vesting benefits) would constitute an "excess parachute payment" within the meaning of Section 6662 280G of the Code. The Accounting Firm Code and/or any corresponding and applicable state law provision, then, notwithstanding the provisions of employment agreement, change in control severance agreement or any other agreement of such Employee Investor (a "SEVERANCE AGREEMENT"), such payments and benefits payable to the Employee Investor hereunder (including any acceleration of vesting benefits) shall provide its determination, together with detailed supporting calculations and documentation, to you and the Company within 15 business days following the date of termination of your employment, if applicable, or such other time as requested by you (provided that you reasonably believe that any of the Payments may not be subject to the Excise Tax) or provisions of such Severance Agreement which require the Company. All fees and expenses Company to "gross-up" the Employee Investor to the extent necessary to put the Employee Investor in the same after tax position which he would have been in had no excise tax been imposed on payments to the Employee Investor pursuant to Section 4999 of the Accounting Firm Code and any corresponding and/or applicable state law provision. For purposes of determining the application of the preceding sentence, the amount of any excess parachute payment that is attributable to this Agreement shall be borne solely bear the same proportion to the total amount of excess parachute payments received by the CompanyExecutive as the amount of "parachute payments" (within the meaning of Section 280G of the Code) received pursuant to this Agreement bears to the total amount of parachute payments received by the Employee Investor. The parties hereto acknowledge that, except as set forth in above, the provisions of this Section 10 shall not be construed to limit the Employee Investor's rights with respect to his Severance Agreement.]