Common use of Code Section 280G Clause in Contracts

Code Section 280G. 6.1 Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Executive (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Code Section 4999, then prior to the making of any of the Payments to the Executive, a calculation shall be made comparing (i) the net benefit to the Executive, of the Payments after payment of the Excise Tax, to (ii) the net benefit to the Executive, if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in subsection (b) below). For purposes of this Section 6, present value shall be determined in accordance with Code Section 280G(d)(4). For purposes of this Section 6, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2), as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. 6.2 All determinations required to be made under this Section 6, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 days of the receipt of notice from the Executive that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 6 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2), but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 shall be of no further force or effect.

Code Section 280G. 6.1 (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company Employer to or for the benefit of the Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Code Section 4999), then then, prior to the making of any of the Payments to the ExecutiveEmployee, a calculation shall be made comparing (iX) the net after-tax benefit to the Executive, Employee of the Payments after payment by Employee of the Excise Tax, to (iiY) the net after-tax benefit to the Executive, Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (iX) above is less than the amount calculated under (iiY) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value (as defined below) to actual present value of such Payments as of the date of the change of controlChange in Control, as determined by the Determination Firm (as defined in subsection (bSection 10(b)(ii)) below). For purposes of this Section 610, present value shall be determined in accordance with Code Section 280G(d)(4)) of the Code. For purposes of this Section 610, the “Parachute Value” of a Payment means the present value as of the date of the change of control Change in Control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2)) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. 6.2 (b) All determinations required to be made under this Section 610, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Executive selected by Employer (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company Employer and the Executive Employee within 15 business days of after the receipt of notice from the Executive Employee that a Payment is due to be made, or such earlier time as is requested by the CompanyEmployer. All fees and expenses of the Determination Firm shall be borne solely by the CompanyEmployer. Any determination by the Determination Firm shall be binding upon the Company Employer and the ExecutiveEmployee. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will which Employee was entitled to, but did not receive pursuant to Section 10, could have been unnecessarily limited by this Section 6 made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. The In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2), Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 10 shall be of no further force or effect.”

Code Section 280G. 6.1 Notwithstanding anything in this Agreement to the contrary, in (a) In the event it shall be determined that any benefit, payment or distribution by 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 to or for the benefit ownership of a substantial portion of the Executive assets of the Company (within the meaning of Section 280G(b)(2) of the Code), whether paid or payable or distributable pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) of the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, 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”) imposed by Code Section 4999, then prior to the making of any of the Payments to the Executive, a calculation shall be made comparing (i) the net benefit to the Executive, of the Payments after payment of the Excise Tax, to (ii) the net benefit to the Executive, if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above), then the Payments shall be limited reduced to the extent necessary to avoid being so that no portion thereof shall be subject to the Excise Tax (the “Reduced Amount”). The reduction excise tax imposed by Section 4999 of the Payments due hereunderCode but only if, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value reason of such Payments as of reduction, the date of net after-tax benefit received by you shall exceed the change of control, as determined net after-tax benefit received by the Determination Firm (as defined in subsection (b) below)you if no such reduction was made. For purposes of this Section 67(a), present value “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 determined paid to you (based on the rate in accordance with effect for such year as set forth in the Code Section 280G(d)(4). For purposes of this Section 6, as in effect at the “Parachute Value” of a Payment means the present value as time of the date first payment of the change of control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2foregoing), as determined by less (iii) the Determination Firm for purposes amount of determining whether and Excise Taxes imposed with respect to what extent the Excise Tax will apply to such PaymentPayments. 6.2 (b) All determinations required to be made under this Section 6, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, 7 shall be made by an independent, such nationally recognized accounting firm or compensation consulting firm mutually acceptable as may be selected by the Audit Committee of the Board as constituted immediately prior to the Company and the Executive Change in Control (the “Determination Accounting Firm”) which ), 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 both and documentation, to you and the Company and the Executive within 15 business days following the date of the receipt termination of notice from the Executive that a Payment is due to be madeyour employment, if applicable, or such earlier other 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. All fees and expenses of the Determination Accounting Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 6 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2), but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 shall be of no further force or effect.

Code Section 280G. 6.1 Notwithstanding anything in this Agreement If any of the payments or benefits received or to the contrarybe received by Executive (including, in the event it shall be determined that without limitation, any benefit, payment or distribution by the Company to benefits received in connection with a Change in Control or for the benefit Executive’s termination of the Executive (employment, whether payable or distributable pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise) (all such benefits, payments or distributions are hereinafter collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code and would, if paidbut for this Section 5.9, be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code” and such tax, the “Excise Tax”) imposed by Code Section 4999), then prior to making the making of any of the Payments to the Executive280G Payments, a calculation shall be made comparing (i) the net benefit Net Benefit (as defined below) to the Executive, Executive of the 280G Payments after payment of the Excise Tax, Tax to (ii) the net benefit Net Benefit to the Executive, Executive if the 280G Payments had been are limited to the extent necessary to avoid being subject to the Excise Tax. If Only if the amount calculated under (i) above is less than the amount calculated under (ii) above, then above will the 280G Payments shall be limited reduced to the minimum extent necessary to avoid being ensure that no portion of the 280G Payments is subject to the Excise Tax (Tax. “Net Benefit” shall mean the “Reduced Amount”). The reduction present value of the 280G Payments due hereundernet of all federal, if applicablestate, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section 5.9 shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as in a manner determined by the Determination Firm (as defined in subsection (b) below). For purposes Corporation that is consistent with the requirements of this Section 6, present value shall be determined in accordance with Code Section 280G(d)(4). For purposes of this Section 6, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2), as determined by the Determination Firm for purposes of determining whether 409A. All calculations and to what extent the Excise Tax will apply to such Payment. 6.2 All determinations required to be made under this Section 6, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, 5.9 shall be made by an independent, nationally recognized independent accounting firm or compensation consulting firm mutually acceptable to independent tax counsel appointed by the Company and the Executive Corporation (the “Determination FirmTax Counsel”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 days of the receipt of notice from the Executive that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm whose determinations shall be borne solely conclusive and binding on the Corporation and Executive for all purposes. For purposes of making the calculations and determinations required by this Section 5.9, the Company. Any determination by the Determination Firm shall be binding upon the Company Tax Counsel may rely on reasonable, good faith assumptions and the Executive. As a result of the uncertainty in approximations concerning the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 6 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2), but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 In the event that the provisions of Code Section 280G and Section 4999 or any successor provisions are repealed without succession, of the Code. The Corporation and Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 6 5.9. The Corporation shall be of no further force or effectbear all costs the Tax Counsel may reasonably incur in connection with its services.

Code Section 280G. 6.1 Notwithstanding anything in this Agreement to the contrary, 6.4.1 in the event it shall be determined that any benefit, payment or distribution by to the Company to Executive or for the Executive’s benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of the Executive 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 or distributable pursuant to the terms of this Agreement or otherwiseotherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, 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”) imposed by Code Section 4999, then prior to the making of any of the Payments to the Executive, a calculation shall be made comparing (i) the net benefit to the Executive, of the Payments after payment of the Excise Tax, to (ii) the net benefit to the Executive, if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above), then the Payments shall be limited reduced to the extent necessary to avoid being so that no portion thereof shall be subject to the Excise Tax (excise tax imposed by Section 4999 of the “Reduced Amount”)Code but only if, by reason of such reduction, the net after-tax benefit received by the Executive shall exceed the net after-tax benefit received by the Executive if no such reduction was made. The reduction of the specific Payments due hereunder, if applicable, that shall be made by first reducing cash Payments reduced and thenthe order of such reduction shall be determined so as to achieve the most favorable economic benefit to the Executive, and to the extent necessaryeconomically equivalent, reducing those the Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of controlshall be reduced pro rata, all as determined by the Determination Firm (as defined Company in subsection (b) below)its sole discretion. For purposes of this Section 66.4.1, present value “net after-tax benefit” shall mean (i) the Payments which the Executive receives 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 determined paid to the Executive (based on the rate in accordance with effect for such year as set forth in the Code Section 280G(d)(4). For purposes of this Section 6, as in effect at the “Parachute Value” of a Payment means the present value as time of the date first payment of the change of control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2foregoing), as determined by less (iii) the Determination Firm for purposes amount of determining whether and Excise Taxes imposed with respect to what extent the Excise Tax will apply to such PaymentPayments. 6.2 6.4.2 All determinations required to be made under this Section 6, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, 6.4 shall be made by an independent, such nationally recognized accounting firm or compensation consulting firm mutually acceptable as may be selected by the Audit Committee of the Board of the Company as constituted immediately prior to the change in 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 the Executive and the Company and within 15 business days following the date of termination of the Executive’s employment, if applicable, or such other time as requested by the Executive (provided that the “Determination Firm”) which shall provide detailed supporting calculations both Executive reasonably believes that any of the Payments may be subject to the Company and the Executive within 15 days of the receipt of notice from the Executive that a Payment is due to be made, Excise Tax) or such earlier time as is requested by the Company. All reasonable fees and expenses of the Determination Accounting Firm in reaching such a determination shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 6 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2), but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 shall be of no further force or effect.

Code Section 280G. 6.1 (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Code Section 4999), then then, prior to the making of any of the Payments to the Executive, a calculation shall be made comparing (iX) the net after-tax benefit to the Executive, Executive of the Payments after payment by the Executive of the Excise Tax, to (iiY) the net after-tax benefit to the Executive, Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (iX) above is less than the amount calculated under (iiY) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value (as defined below) to actual present value of such Payments as of the date of the change of controlChange in Control, as determined by the Determination Firm (as defined in subsection (bSection 3.7(b)(ii)) below). For purposes of this Section 63.7, present value shall be determined in accordance with Code Section 280G(d)(4)) of the Code. For purposes of this Section 63.7, the “Parachute Value” of a Payment means the present value as of the date of the change of control Change in Control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2)) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. 6.2 All determinations required to be made under this Section 6, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 days of the receipt of notice from the Executive that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 6 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2), but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 shall be of no further force or effect.

Code Section 280G. 6.1 Notwithstanding anything in this Agreement To the extent applicable to Employee, any of the contrary, in the event it shall payments or benefits received or to be determined that any benefit, payment or distribution received by the Company to or for Employee constitute “Parachute Payments” within the benefit meaning of the Executive Code Section 280G (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefitseach, payments or distributions are hereinafter referred to as a “PaymentsSection 280G Payment”) and would, if paidbut for this Section 7.o.iii., be subject to the excise tax imposed under Code Section 4999 (the “Excise Golden Parachute Tax”) imposed by Code Section 4999), then then, prior to the making of any of the Payments to the Executivesuch Section 280G Payment, a calculation shall be made comparing (iA) the net benefit Net Benefit (as defined below) to the Executive, Employee of the Payments after payment of the Excise Tax, Section 280G Payment to (iiB) the net benefit Net Benefit to the Executive, Employee if the Payments had been Section 280G Payment is limited to the extent necessary to avoid being subject to the Excise Golden Parachute Tax. If Only if the amount calculated under (iA) above is less than the amount calculated under (iiB) aboveabove will the Section 280G Payment be reduced, then the Payments shall be limited and then, only to the minimum extent necessary to avoid being ensure that no portion of the Section 280G Payment is subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Golden Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in subsection (b) below)Tax. For purposes of this Section 67.p.iii. only, “Net Benefit” shall mean the present value of the payment, net of all federal, state, local, foreign income, employment, and excise taxes, including the Golden Parachute Tax. Any reduction made pursuant to this Section 7.p.iii. shall be determined made in accordance with the requirements of Code Section 280G(d)(4). For purposes 409A as follows: (X) first, reduction of this Section 6cash payments and benefits, the “Parachute Value” of a Payment means the present value as in reverse order of the date of the change payment; (Y) second, cancellation of control vesting acceleration of equity awards, in reverse order of the portion date of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2)grant; and (Z) third, as determined by reduction of other non-cash payments and benefits, in reverse order of the Determination Firm for purposes date the payment or benefit is to be provided. If the same payment or award date applies to more than one payment or benefit within any of determining whether and to what extent the Excise Tax foregoing categories, the reduction will apply to each such Payment. 6.2 payment or benefit on a pro-rata basis. All calculations and determinations required to be made under this Section 6, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, 7.p.iii. shall be made by an independent, nationally recognized independent accounting firm or compensation consulting firm mutually acceptable to independent tax counsel appointed by the Company (the “Tax Counsel”), whose determinations shall be conclusive and binding on the Company and the Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Employee for all purposes. The Company and the Executive within 15 days of Employee shall furnish the receipt of notice from the Executive that a Payment is due to be made, or Tax Counsel with such earlier time information and documents as is requested by the Company. All fees Tax Counsel to make its determinations under this Section 7.p.iii., and expenses of the Determination Firm Company shall be borne solely bear all costs incurred by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by Tax Counsel under this Section 6 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2), but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises7.p.iii. 6.3 In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 shall be of no further force or effect.

Code Section 280G. 6.1 Notwithstanding 1Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Executive (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Code Section 4999, then prior to the making of any of the Payments to the Executive, a calculation shall be made comparing (i) the net benefit to the Executive, of the Payments after payment of the Excise Tax, to (ii) the net benefit to the Executive, if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in subsection (b) below). For purposes of this Section 6, present value shall be determined in accordance with Code Section 280G(d)(4). For purposes of this Section 6, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2), as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. 6.2 All determinations required to be made under this Section 6, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 days of the receipt of notice from the Executive that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 6 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2), but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 shall be of no further force or effect.

Code Section 280G. 6.1 (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company Bank to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, (1) imposed the parties agree to take such action(s) as may be necessary to place Executive in the best after-tax position taking into account all income, employment and excise taxes, without regard to the deductibility of any payments by Code Section 4999the Bank, then and (2) prior to the making of any of the Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive, Executive of the Payments after payment by Executive of the Excise Tax, to (ii) the net after-tax benefit to the Executive, Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of controlChange in Control, as determined by the Determination Firm (as defined in subsection (bSection 13(b) below). For purposes of this Section 613, present value shall be determined in accordance with Code Section 280G(d)(4)) of the Code. For purposes of this Section 613, the “Parachute Value” of a Payment means the present value as of the date of the change of control Change in Control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2)) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. 6.2 (b) All determinations required to be made under this Section 613, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company Bank and the Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company Bank and the Executive within 15 business days of after the receipt of notice from the Executive that a Payment is due to be made, or such earlier time as is requested by the CompanyBank. All fees and expenses of the Determination Firm shall be borne solely by the CompanyBank. Any determination by the Determination Firm shall be binding upon the Company Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will which Executive was entitled to, but did not receive pursuant to Section 13 (a), could have been unnecessarily limited by this Section 6 made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. The In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Bank to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2), but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 (c) For purposes of determining whether and the extent to which the Payments will be subject to the Excise Tax, no portion of the Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account. To the extent requested by Executive, the Bank shall cooperate with Executive in good faith in valuing, and shall direct the Determination Firm to value, services to be provided by Executive (including refraining from performing services pursuant to a covenant not to compete) before, on or after the date of the transaction which cause the application of Section 280G of the Code such that payments in respect of such services may be considered to be “reasonable compensation” within the meaning of the regulations under Section 280G of the Code. (d) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 13 shall be of no further force or effect.

Code Section 280G. 6.1 (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company Employer to or for the benefit of the Executive (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Code Section 49994999 of the Code, then prior to the making aggregate present value of any of the Payments to the Executive, a calculation shall be made comparing (i) the net benefit to the Executive, of the Payments after payment of the Excise Tax, to (ii) the net benefit to the Executive, if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited reduced (but not below zero) to an amount expressed in present value that maximizes the extent necessary aggregate present value of the Payments without causing the Payments or any part thereof to avoid being be subject to the Excise Tax and therefore nondeductible by Employer because of Section 280G of the Code (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in subsection (bSection 10(b) below). For purposes of this Section 610, present value shall be determined in accordance with Code Section 280G(d)(4)) of the Code. For purposes of this Section 610, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2)) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. 6.2 (b) All determinations required to be made under this Section 610, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company Employer and the Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company Employer and the Executive within 15 business days of the receipt of notice from the Executive that a Payment is due to be made, or such earlier time as is requested by the CompanyEmployer. All fees and expenses of the Determination Firm shall be borne solely by the CompanyEmployer. Any determination by the Determination Firm shall be binding upon the Company Employer and the Executive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 6 10 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2)) of the Code, but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 shall be of no further force or effect.

Code Section 280G. 6.1 (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company Corporation to or for the benefit of the Executive Employee (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Code Section 49994999 of the Code, then then, prior to the making of any of the Payments to the ExecutiveEmployee, a calculation shall be made comparing (i) the net after-tax benefit to the Executive, Employee of the Payments after payment by Employee of the Excise Tax, to (ii) the net after-tax benefit to the Executive, Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in subsection (bSection 9(b) below). For purposes of this Section 69, present value shall be determined in accordance with Code Section 280G(d)(4)) of the Code. For purposes of this Section 69, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2)) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. 6.2 All determinations required to be made under this Section 6, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 days of the receipt of notice from the Executive that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 6 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2), but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 shall be of no further force or effect.

Code Section 280G. 6.1 (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company Employer to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Code Section 4999), then then, prior to the making of any of the Payments to the Executive, a calculation shall be made comparing (iX) the net after-tax benefit to the Executive, Executive of the Payments after payment by Executive of the Excise Tax, to (iiY) the net after-tax benefit to the Executive, Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (iX) above is less than the amount calculated under (iiY) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value (as defined below) to actual present value of such Payments as of the date of the change of controlChange in Control, as determined by the Determination Firm (as defined in subsection (bSection 10(b)(ii)) below). For purposes of this Section 610, present value shall be determined in accordance with Code Section 280G(d)(4)) of the Code. For purposes of this Section 610, the “Parachute Value” of a Payment means the present value as of the date of the change of control Change in Control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2)) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. 6.2 All determinations required to be made under this Section 6, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 days of the receipt of notice from the Executive that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 6 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2), but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 shall be of no further force or effect.

Code Section 280G. 6.1 Notwithstanding anything in this Agreement to the contrary, in (a) In the event it shall be determined that any benefit, payment or distribution by 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 to or for the benefit ownership of a substantial portion of the Executive assets of the Company (within the meaning of Section 280G(b)(2) of the Code), whether paid or payable or distributable pursuant to this letter or otherwise (a "Payment"), would constitute a "parachute payment" under Section 280G(b)(2) of the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, 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”) imposed by Code Section 4999, then prior to the making of any of the Payments to the Executive, a calculation shall be made comparing (i) the net benefit to the Executive, of the Payments after payment of the Excise Tax, to (ii) the net benefit to the Executive, if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above"), then the Payments shall be limited reduced to the extent necessary to avoid being so that no portion thereof shall be subject to the Excise Tax (the “Reduced Amount”). The reduction excise tax imposed by Section 4999 of the Payments due hereunderCode but only if, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value reason of such Payments as of reduction, the date of net after-tax benefit received by you shall exceed the change of control, as determined net after-tax benefit received by the Determination Firm (as defined in subsection (b) below)you if no such reduction was made. For purposes of this Section 68(a), present value "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 determined paid to you (based on the rate in accordance with effect for such year as set forth in the Code Section 280G(d)(4). For purposes of this Section 6, as in effect at the “Parachute Value” of a Payment means the present value as time of the date first payment of the change of control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2foregoing), as determined by less (iii) the Determination Firm for purposes amount of determining whether and Excise Taxes imposed with respect to what extent the Excise Tax will apply to such PaymentPayments. 6.2 (b) All determinations required to be made under this Section 6, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, 8 shall be made by an independent, such nationally recognized accounting firm or compensation consulting firm mutually acceptable as may be selected by the Audit Committee of the Board as constituted immediately prior to the Company and the Executive change in control transaction (the “Determination "Accounting Firm”) which "), 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 both and documentation, to you and the Company and the Executive within 15 business days following the date of the receipt termination of notice from the Executive that a Payment is due to be madeyour employment, if applicable, or such earlier other 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. All fees and expenses of the Determination Accounting Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 6 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2), but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 shall be of no further force or effect.

Code Section 280G. 6.1 10.1 Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Executive (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Code Section 49994999 of the Code, then prior to the making aggregate present value of any of the Payments to the Executive, a calculation shall be made comparing (i) the net benefit to the Executive, of the Payments after payment of the Excise Tax, to (ii) the net benefit to the Executive, if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited reduced (but not below zero) to an amount expressed in present value that maximizes the extent necessary aggregate present value of the Payments without causing the Payments or any part thereof to avoid being be subject to the Excise Tax and therefore nondeductible by the Company because of Section 280G of the Code (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in subsection (b) below). For purposes of this Section 610, present value shall be determined in accordance with Code Section 280G(d)(4)) of the Code. For purposes of this Section 610, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2)) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. 6.2 10.2 All determinations required to be made under this Section 610, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 fifteen (15) business days of the receipt of notice from the Executive that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 6 10 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2)) of the Code, but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 10.3 In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 10 shall be of no further force or effect.

Code Section 280G. 6.1 Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Executive (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Code Section 4999, then prior to the making of any of the Payments to the Executive, a calculation shall be made comparing (i) the net benefit to the Executive, of the Payments after payment of the Excise Tax, to (ii) the net benefit to the Executive, if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then {OR055187.DOCX; 3} the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in subsection (b) below). For purposes of this Section 6, present value shall be determined in accordance with Code Section 280G(d)(4). For purposes of this Section 6, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2), as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. 6.2 All determinations required to be made under this Section 6, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 days of the receipt of notice from the Executive that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 6 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2), but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 shall be of no further force or effect.. {OR055187.DOCX; 3}

Code Section 280G. 6.1 Notwithstanding anything in this Agreement to the contrary, in (a) In the event it shall be determined that any benefit, payment or distribution by 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 to or for the benefit ownership of a substantial portion of the Executive assets of the Company (within the meaning of Section 280G(b)(2) of the Code), whether paid or payable or distributable pursuant to this letter or otherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) of the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, 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”) imposed by Code Section 4999, then prior to the making of any of the Payments to the Executive, a calculation shall be made comparing (i) the net benefit to the Executive, of the Payments after payment of the Excise Tax, to (ii) the net benefit to the Executive, if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above), then the Payments shall be limited reduced to the extent necessary to avoid being so that no portion thereof shall be subject to the Excise Tax (the “Reduced Amount”). The reduction excise tax imposed by Section 4999 of the Payments due hereunderCode but only if, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value reason of such Payments as of reduction, the date of net after-tax benefit received by you shall exceed the change of control, as determined net after-tax benefit received by the Determination Firm (as defined in subsection (b) below)you if no such reduction was made. For purposes of this Section 610(a), present value “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 determined paid to you (based on the rate in accordance with effect for such year as set forth in the Code Section 280G(d)(4). For purposes of this Section 6, as in effect at the “Parachute Value” of a Payment means the present value as time of the date first payment of the change of control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2foregoing), as determined by less (iii) the Determination Firm for purposes amount of determining whether and Excise Taxes imposed with respect to what extent the Excise Tax will apply to such PaymentPayments. 6.2 (b) All determinations required to be made under this Section 6, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, 10 shall be made by an independent, such nationally recognized accounting firm or compensation consulting firm mutually acceptable as may be selected by the Audit Committee of the Board of Directors of the Company as constituted immediately prior to the Company and the Executive change in control transaction (the “Determination Accounting Firm”) which ), 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 both and documentation, to you and the Company and the Executive within 15 business days following the date of the receipt termination of notice from the Executive that a Payment is due to be madeyour employment, if applicable, or such earlier other 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. All fees and expenses of the Determination Accounting Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 6 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2), but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 shall be of no further force or effect.

Code Section 280G. 6.1 Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Executive (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Code Section 4999, then prior to the making of any of the Payments to the Executive, a calculation shall be made comparing (i) the net benefit to the Executive, of the Payments after payment of the Excise Tax, to (ii) the net benefit to the Executive, if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then {OR055508.DOCX; 1} the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in subsection (b) below). For purposes of this Section 6, present value shall be determined in accordance with Code Section 280G(d)(4). For purposes of this Section 6, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2), as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. 6.2 All determinations required to be made under this Section 6, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 days of the receipt of notice from the Executive that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 6 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2), but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 shall be of no further force or effect.

Code Section 280G. 6.1 Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Executive (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Code Section 4999, then prior to the making of any of the Payments to the Executive, a calculation shall be made comparing (i) the net benefit to the Executive, of the Payments after payment of the Excise Tax, to (ii) the net benefit to the Executive, if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then {OR055187.DOCX; 3} the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in subsection (b) below). For purposes of this Section 6, present value shall be determined in accordance with Code Section 280G(d)(4). For purposes of this Section 6, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2), as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. 6.2 All determinations required to be made under this Section 6, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 days of the receipt of notice from the Executive that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 6 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2), but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 shall be of no further force or effect.

Code Section 280G. 6.1 Notwithstanding anything in this Agreement to the contrary, in (a) In the event it shall be determined that any benefit, payment or distribution by 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 to or for the benefit ownership of a substantial portion of the Executive assets of the Company (within the meaning of Section 280G(b)(2) of the Code), whether paid or payable or distributable pursuant to the terms of this Agreement or otherwiseotherwise (a “Payment”), would constitute a “parachute payment” under Section 280G(b)(2) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, 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”) imposed by Code Section 4999, then prior to the making of any of the Payments to the Executive, a calculation shall be made comparing (i) the net benefit to the Executive, of the Payments after payment of the Excise Tax, to (ii) the net benefit to the Executive, if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above), then the Payments shall be limited reduced to the extent necessary to avoid being so that no portion thereof shall be subject to the Excise Tax (the “Reduced Amount”). The reduction excise tax imposed by Section 4999 of the Payments due hereunderCode but only if, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value reason of such Payments as of reduction, the date of net after-tax benefit received by you shall exceed the change of control, as determined net after-tax benefit received by the Determination Firm (as defined in subsection (b) below)you if no such reduction was made. For purposes of this Section 69(a), present value “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 determined paid to you (based on the rate in accordance with effect for such year as set forth in the Code Section 280G(d)(4). For purposes of this Section 6, as in effect at the “Parachute Value” of a Payment means the present value as time of the date first payment of the change of control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2foregoing), as determined by less (iii) the Determination Firm for purposes amount of determining whether and Excise Taxes imposed with respect to what extent the Excise Tax will apply to such PaymentPayments. 6.2 (b) All determinations required to be made under this Section 6, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, 9 shall be made by an independent, such nationally recognized accounting firm or compensation consulting firm mutually acceptable as may be selected by the Audit Committee of the Board as constituted immediately prior to the Company and the Executive above change in control (the “Determination Accounting Firm”) which ), 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 both and documentation, to you and the Company and the Executive within 15 business days following the date of the receipt termination of notice from the Executive that a Payment is due to be madeyour employment, if applicable, or such earlier other 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. All fees and expenses of the Determination Accounting Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 6 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2), but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 shall be of no further force or effect.

Code Section 280G. 6.1 (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company Corporation to or for the benefit of the Executive Employee (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Code Section 49994999 of the Code, then then, prior to the making of any of the Payments to the ExecutiveEmployee, a calculation shall be made comparing (i) the net after-tax benefit to the Executive, Employee of the Payments after payment by Employee of the Excise Tax, to (ii) the net after-tax benefit to the Executive, Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in subsection (bSection 9(b) below). For purposes of this Section 6Section, present value shall be determined in accordance with Code Section 280G(d)(4)) of the Code. For purposes of this Section 69, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2)) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. 6.2 (b) All determinations required to be made under this Section 6Section, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company Corporation and the Executive Employee (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company Corporation and the Executive Employee within 15 business days of the receipt of notice from the Executive Employee that a Payment is due to be made, or such earlier time as is requested by the CompanyCorporation. All fees and expenses of the Determination Firm shall be borne solely by the CompanyCorporation. Any determination by the Determination Firm shall be binding upon the Company Corporation and the ExecutiveEmployee. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 6 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Corporation to or for the benefit of the Executive Employee together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2)) of the Code, but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 shall be of no further force or effect.

Code Section 280G. 6.1 (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company Employer to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “"Payments”") would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”) imposed by Code Section 4999"), then then, prior to the making of any of the Payments to the Executive, a calculation shall be made comparing (iX) the net after-tax benefit to the Executive, Executive of the Payments after payment by Executive of the Excise Tax, to 10 (iiY) the net after-tax benefit to the Executive, Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (iX) above is less than the amount calculated under (iiY) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). The reduction of the Payments due hereunder, if applicable, shall be bc made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value (as defined below) to actual present value of such Payments as of the date of the change of controlChange in Control, as determined by the Determination Firm (as defined in subsection (bSection IO(b)(ii)) below). For purposes of this Section 610, present value shall be determined in accordance with Code Section 280G(d)(4)) of the Code. For purposes of this Section 610, the “"Parachute Value” " of a Payment means the present value as of the date of the change of control Change in Control of the portion of such Payment that constitutes a “"parachute payment” " under Code Section 280G(b)(2)) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. 6.2 (b) All determinations required to be made under this Section 610, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Executive selected by Employer (the “"Determination Firm”") which shall provide detailed supporting calculations both to the Company Employer and the Executive within 15 1 5 business days of after the receipt of notice from the Executive that a Payment is due to be made, or such earlier time as is requested by the CompanyEmployer. All fees and expenses of the Determination Firm shall be borne solely by the CompanyEmployer. Any determination by the Determination Firm shall be binding upon the Company Employer and the Executive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will which Executive was entitled to, but did not receive pursuant to Section 10, could have been unnecessarily limited by this Section 6 made without the imposition of the Excise Tax (“"Underpayment”"), consistent with the calculations required to be bc made hereunder. The In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2), but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 6.3 (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 6 10 shall be of no further force or effect.