Common use of Determination by Accountant Clause in Contracts

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this Section, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport (the "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation to Westport and the Employee by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport and the Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the Overpayment.

Determination by Accountant. All mathematical --------------------------- determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 2(d), including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b2(d)(2), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the six (6) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 2(d)(1), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSubsection, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations, Subsection shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the four largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax)Executive. If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Executive and the Company that no Excise Tax is payable (including the reasons therefor) and that the Employee he has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCompany or the Executive. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Executive as a result of such Underpayment) shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including including, if reasonable, the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Company.

Determination by Accountant. All mathematical determinations, determinations and all determinations as to of whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), ) that are required to be made under this SectionSection 16, including all determinations as to of whether a Gross-Up Payment is required, of the amount of such Gross-Up Payment, the reduction Payment and of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations16, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport Employee and reasonably acceptable to the Company from among the largest five (5) accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination determination, together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), together with detailed supporting calculations both to the Company and documentation to Westport and the Employee by no later than ten within five (105) business days following the Termination Dateof Employee's termination date, if applicable, or such earlier time as is requested by Westport the Company or the by Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty five (205) business days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCompany or to Employee. Any determination Determination by the Accounting Firm shall be binding upon Westport the Company and the Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 All of the Code at the time costs and expenses of the Determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine be borne by the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the OverpaymentCompany.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "“parachute payments" ” (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 3, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b3(b), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the nationally recognized accounting firms in the United States (the "“Accounting Firm"”). The Accounting Firm , which shall provide its determination (the "“Determination"”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Employer and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Employer or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Employer with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her the Executive’s federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Employer by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Employer and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible may be the case that Gross-Up Payments not made by Westport the Employer should have been made ("“Underpayment"), ”) or that Gross-Up Payments will have been made by Westport the Employer which should not have been made ("“Overpayments"”). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport the Employer to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Employer, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Employer, and otherwise reasonably cooperate with Westport the Employer to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Employer an amount greater than the net after-tax portion of the Overpayment that he or she the Executive has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 3(a), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Employer an amount which is less than the Overpayment.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSubsection, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations, Subsection shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the four largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination CIC Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax)Executive. If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Executive and the Company that no Excise Tax is payable (including the reasons therefor) and that the Employee he has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCompany or the Executive. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Executive as a result of such Underpayment) shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including including, if reasonable, the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Company.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 2(d), including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b2(d)(2), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the six (6) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 2(d)(1), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "“parachute payments" ” (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 2(d), including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b2(d)(2), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the six (6) largest accounting firms in the United States (the "“Accounting Firm"”). The Accounting Firm , which shall provide its determination (the "“Determination"”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Corporation and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Corporation or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Corporation with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Executive and the Corporation that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Corporation by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Corporation and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Corporation should have been made ("“Underpayment"”), or that Gross-Up Payments will have been made by Westport the Corporation which should not have been made ("“Overpayments"”). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Executive as a result of such Underpayment) shall be promptly paid by Westport the Corporation to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Corporation, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Corporation, and otherwise reasonably cooperate with Westport the Corporation to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Corporation an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 2(d)(1), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Corporation an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Corporation.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 5, including determinations as to whether a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an the independent nationally recognized accounting firm selected by Westport which served as the Company's auditor immediately prior to the Change in Control (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation both to Westport the Company and the Employee by no later than ten Executive within fifteen (1015) business days following after the Termination DateDate of Termination, if applicable, or such earlier time as is requested by Westport the Company. In the event that the Accounting Firm is also serving as accountant or auditor for the Employee individual, entity, or group effecting the Change in Control, the Executive may appoint another nationally recognized public accounting firm to make the determinations required hereunder (if which accounting firm shall then be referred to as the Employee reasonably believes that any Accounting Firm hereunder), by giving written notice of such appointment to the Company within five (5) business days after the Date of Termination. All fees and expenses of the Total Payments may Accounting Firm shall be subject borne solely by the Company and it shall be the Company's obligation to cause the Excise Tax)Accounting Firm to take any actions required hereby. If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee and Westport Executive with a written statement an opinion that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee he or she has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport and the Employee, absent manifest error. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payments Payment which will not have been made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been consistent with the calculations required to be made by Westport which should not have been made ("Overpayments")hereunder. In either such eventthe event that the Company exhausts its remedies pursuant to Section 5(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of occurred and any such Underpayment shall be promptly paid by Westport the Company to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the OverpaymentExecutive.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 6(b), including determinations as to whether a Gross-Up Payment Excise Tax is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Excise Tax and amounts relevant to the last sentence of this Section 6(b), and 6(c) or whether the assumptions to Payment should be utilized in arriving at such determinationsreduced, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the four (4) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Excise Tax and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Executive and the Company that no Excise Tax is payable (including the reasons therefortherefore) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment an Excise Tax is determined to be payable, it shall be paid to the Employee Executive within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments Excise Tax payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments Excise Tax payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment underpayment (together with any interest and penalties, other than interest and penalties that arise under Section 409A, payable by the Executive as a result of such Underpayment) shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including including, if reasonable, the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i1) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise TaxSection 6(b), it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Company.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 2(d), including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b2(d)(2), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the five (5) largest accounting firms in the United States (the "Accounting FirmACCOUNTING FIRM"). The Accounting Firm , which shall provide its determination (the "DeterminationDETERMINATION"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company should have been made ("UnderpaymentUNDERPAYMENT"), or that Gross-Up Payments will have been made by Westport the Company which should not have been made ("OverpaymentsOVERPAYMENTS"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 2(d)(1), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 5, including determinations as to whether a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an the independent nationally recognized accounting firm selected by Westport which served as the Company’s auditor immediately prior to the Change in Control (the "“Accounting Firm"”). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation both to Westport the Company and the Employee by no later than ten Executive within fifteen (1015) business days following after the Termination DateDate of Termination, if applicable, or such earlier time as is requested by Westport the Company. In the event that the Accounting Firm is also serving as accountant or auditor for the Employee individual, entity, or group effecting the Change in Control, the Executive may appoint another nationally recognized public accounting firm to make the determinations required hereunder (if which accounting firm shall then be referred to as the Employee reasonably believes that any Accounting Firm hereunder), by giving written notice of such appointment to the Company within five (5) business days after the Date of Termination. All fees and expenses of the Total Payments may Accounting Firm shall be subject borne solely by the Company and it shall be the Company’s obligation to cause the Excise Tax)Accounting Firm to take any actions required hereby. If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee and Westport Executive with a written statement an opinion that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee he or she has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport and the Employee, absent manifest error. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payments Payment which will not have been made by Westport the Company should have been made ("“Underpayment"”), or that Gross-Up Payments will have been consistent with the calculations required to be made by Westport which should not have been made ("Overpayments")hereunder. In either such eventthe event that the Company exhausts its remedies pursuant to Section 5(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of occurred and any such Underpayment shall be promptly paid by Westport the Company to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the OverpaymentExecutive.

Determination by Accountant. All mathematical determinations, determinations and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section section 280G of the Code), that in each case which determinations are required to be made under this SectionSection 14, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, and amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations14, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Employee from among the largest four accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide to the Corporation and to the Employee its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation to Westport and any other relevant matter, within ten days after termination of the Employee by no later than ten (10) days following the Termination DateEmployee's employment, if applicable, or at such earlier time following termination of employment as is requested by Westport or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her the Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty (20) ten days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCorporation or the Employee. Any determination by the Accounting Firm shall be binding upon Westport the Corporation and the Employee, absent manifest error. As a result of uncertainty in the application of Section section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Corporation and members of the Corporation should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which the Corporation and members of the Corporation that should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the Corporation promptly shall pay, or cause to be paid, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westportthe Corporation, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Corporation, and otherwise reasonably cooperate with Westport the Corporation to correct such Overpayment, ; provided, however, that (i1) the Employee shall not in any event be obligated to return to Westport the Corporation an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent of Section 13, which is to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport the Corporation an amount which that is less than the Overpayment.. FIFTH PART: TRADE SECRETS, SUCCESSORS, MISCELLANEOUS PROVISIONS, SIGNATURE PAGE

Determination by Accountant. All mathematical determinations, --------------------------- determinations and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section section 280G of the Code), that in each case which determinations are required to be made under this SectionSection 12, including determinations as to whether a Gross-Up Tax Restoration Payment is required, the amount of such Gross-Up Tax Restoration Payment, the reduction of the Total Payments to the Safe Harbor Cap, and amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations12, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from amount the largest five accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide to the Company and to the Executive its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Tax Restoration Payment and documentation to Westport and the Employee by no later than any other relevant matter, within ten (10) days following after termination of the Termination DateExecutive's employment, if applicable, or at such earlier time following termination of employment as is requested by Westport or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee and Westport Executive with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her the Executive's federal income tax return. If a Gross-Up Tax Restoration Payment is determined to be payable, it shall be paid to the Employee Executive within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCompany or the Executive. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Tax Restoration Payments not made by Westport the Company and members of the Company should have been made ("Underpayment"), or that Gross-Up Tax Restoration Payments will have been made by Westport which the Company and members of the Company that should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the Company promptly shall pay, or cause to be paid, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, ; provided, however, that (i1) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent of Section 12(c), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which that is less than the Overpayment.

Determination by Accountant. All mathematical determinations, determinations and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section section 280G of the Code), that in each case which determinations are required to be made under this SectionSection 15, including determinations as to whether a Gross-Up Tax Restoration Payment is required, the amount of such Gross-Up Tax Restoration Payment, the reduction of the Total Payments to the Safe Harbor Cap, and amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations15, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from amount the largest five accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide to the Corporation and to the Executive its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Tax Restoration Payment and documentation to Westport and the Employee by no later than any other relevant matter, within ten (10) days following after termination of the Termination DateExecutive's employment, if applicable, or at such earlier time following termination of employment as is requested by Westport or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee and Westport Executive with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her the Executive's federal income tax return. If a Gross-Up Tax Restoration Payment is determined to be payable, it shall be paid to the Employee Executive within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCorporation or the Executive. Any determination by the Accounting Firm shall be binding upon Westport the Corporation and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Tax Restoration Payments not made by Westport the Corporation and members of the Corporation should have been made ("Underpayment"), or that Gross-Up Tax Restoration Payments will have been made by Westport which the Corporation and members of the Corporation that should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the Corporation promptly shall pay, or cause to be paid, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Corporation, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Corporation, and otherwise reasonably cooperate with Westport the Corporation to correct such Overpayment, ; provided, however, that (i1) the Employee Executive shall not in any event be obligated to return to Westport the Corporation an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent of Section 14, which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Corporation an amount which that is less than the Overpayment.. FIFTH PART: TRADE SECRETS, SUCCESSORS, MISCELLANEOUS PROVISIONS, SIGNATURE PAGE

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 2(d), including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b2(d)(2), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the six (6) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 2(d)(1), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment. The amounts provided for in Sections 2(a) and 2(b)(1) and (2) shall be paid in a single lump sum cash payment within thirty (30) days after the Executive's Termination Date (or earlier, if required by applicable law).

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "“parachute payments" ” (within the meaning of Section 280G of the Code), that are required to be made under this Section, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's ’s expense by an independent nationally recognized accounting firm selected by Westport (the "“Accounting Firm"”). The Accounting Firm shall provide its determination (the "“Determination"”), together with detailed supporting calculations and documentation to Westport and the Employee by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport and the Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport should have been made ("“Underpayment"”), or that Gross-Up Payments will have been made by Westport which should not have been made ("“Overpayments"”). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the Overpayment.

Determination by Accountant. All mathematical determinations, determinations and all determinations as to of whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), ) that are required to be made under this Section, including all determinations as to of whether a Gross-Up Payment is required, of the amount of such Gross-Up Payment, the reduction Payment and of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinationsSection, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport Employee and reasonably acceptable to the Company from among the largest five (5) accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination determination, together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), together with detailed supporting calculations both to the Company and documentation to Westport and the Employee by no later than ten within five (105) business days following the Termination Dateof Employee's termination date, if applicable, or such earlier time as is requested by Westport the Company or the by Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty five (205) business days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCompany or to Employee. Any determination Determination by the Accounting Firm shall be binding upon Westport the Company and the Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 All of the Code at the time costs and expenses of the Determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine be borne by the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the OverpaymentCompany."

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this Section, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b7(b), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport (the "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation to Westport and the Employee Officer by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport or the Employee Officer (if the Employee Officer reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeOfficer, it shall furnish the Employee Officer and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Officer has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Officer within twenty (20) days after the Determination (and all accompanying accounting calculations and other material supporting the Determination) is delivered to Westport by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport and the EmployeeOfficer, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the EmployeeOfficer. In the case of an Overpayment, the Employee Officer shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee Officer shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee Officer whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Officer repaying to Westport an amount which is less than the Overpayment.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 3(b), including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b3(b)(2), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the five (5) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier other time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise TaxTax or that an Underpayment (as defined below) has occurred). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefortherefore) and that the Employee Executive has substantial authority not to report any Excise Tax on for filing his or her federal income tax returnreturn accordingly. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (including any applicable interest and penalties) shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 3(b)(1), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment. The cost of all such determinations made pursuant to this Section 3 shall be paid by the Company.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this Sectionsection, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations, shall be made at Westportthe Company's expense by an independent nationally recognized accounting firm selected by Westport the Company (the "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation documentation, to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination DateQualifying Termination, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 2(d), including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b2(d)(2), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the six (6) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 2(d)(1), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment.

Determination by Accountant. All mathematical determinations, determinations and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section section 280G of the Code), that in each case which determinations are required to be made under this SectionSection 14, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, and amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations14, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Employee from amount the largest six accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide to the Corporation and to the Employee its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation to Westport and any other relevant matter, within five days after termination of the Employee by no later than ten (10) days following the Termination DateEmployee's employment, if applicable, or at such earlier time as is requested by Westport the Corporation or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her the Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty (20) five days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCorporation or the Employee. Any determination by the Accounting Firm shall be binding upon Westport the Corporation and the Employee, absent manifest error. As a result of uncertainty in the application of Section section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Corporation and members of the AirTouch Group should have been made ("Underpayment"), or that Gross-Up Payments will have been were made by Westport which the Corporation and members of the AirTouch Group that should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the Corporation promptly shall pay, or cause to be paid, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westportthe Corporation, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Corporation, and otherwise reasonably cooperate with Westport the Corporation to correct such Overpayment, ; provided, however, that (i1) the Employee shall not in any event be obligated to return to Westport the Corporation an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent of Section 13, which is to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport the Corporation an amount which that is less than the Overpayment.. FIFTH PART: TRADE SECRETS, SUCCESSORS, MISCELLANEOUS PROVISIONS, SIGNATURE PAGE

Determination by Accountant. All mathematical determinations, --------------------------- and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 10(a), including determinations as to whether a Gross-Up Payment ----- Excise Tax is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Excise Tax and amounts relevant to the last sentence of this Section 6(b), and 10(b) or whether the assumptions to Total Payment should be utilized in arriving at such determinations----- reduced, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the five (5) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Excise Tax and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Executive and the Company that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment an Excise Tax is determined to be payable, it shall be paid to the Employee Executive within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments Excise Tax payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments Excise Tax payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Executive as a result of such Underpayment) shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including including, if reasonable, the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i1) the Employee -------- ------- Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this --- provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise TaxSection 10(a), it being understood that the correction of an Overpayment may result in ----- the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Company.

Determination by Accountant. All mathematical determinations, determinations and all determinations as to whether any of the Total Payments are "“parachute payments" ” (within the meaning of Section section 280G of the CodeCode and the regulations, including proposed regulations, thereunder), that in each case which determinations are required to be made under this SectionSection 5, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Employee from among the largest four accounting firms in the United States (the "“Accounting Firm"”). The Accounting Firm shall provide to the Corporation and to the Employee its determination (the "“Determination"”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation to Westport and any other relevant matter, within ten days after the Employee by no later than ten (10) days following the Termination Date, if applicableoccurrence of an event which would trigger a parachute payment, or at such earlier time following such an event as is requested by Westport or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefortherefore) and that the Employee has substantial authority not to report any Excise Tax on his or her the Employee’s federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty (20) ten days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCorporation or the Employee. Any determination by the Accounting Firm shall be binding upon Westport the Corporation and the Employee, absent manifest error. As a result of uncertainty in the application of Section section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Corporation and members of the Corporation should have been made ("“Underpayment"”), or that Gross-Up Payments will have been made by Westport which the Corporation and members of the Corporation that should not have been made ("“Overpayments"”). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the Corporation promptly shall pay, or cause to be paid, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westportthe Corporation, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Corporation, and otherwise reasonably cooperate with Westport the Corporation to correct such Overpayment, ; provided, however, however that (i1) the Employee shall not in any event be obligated to return to Westport the Corporation an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent of Section 5(a), which is to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport the Corporation an amount which that is less than the Overpayment.

Determination by Accountant. All mathematical determinations, --------------------------- and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 10(a), including determinations as to whether a Gross-Up Payment ----- Excise Tax is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Excise Tax and amounts relevant to the last sentence of this Section 6(b), and 10(b) or whether the assumptions to Total Payment should be utilized in arriving at such determinations----- reduced, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the five (5) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Excise Tax and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Executive and the Company that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment an Excise Tax is determined to be payable, it shall be paid to the Employee Executive within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments Excise Tax payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments Excise Tax payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Executive as a result of such Underpayment) shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including including, if reasonable, the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i1) the Employee Executive shall not in any event be -------- ------- obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be --- interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise TaxSection 10(a), it being ----- understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Company.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 10(a), including determinations as to whether a Gross-Up Payment Excise Tax is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Excise Tax and amounts relevant to the last sentence of this Section 6(b), and 10(b) or whether the assumptions to Total Payment should be utilized in arriving at such determinationsreduced, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the five (5) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Excise Tax and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Executive and the Company that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment an Excise Tax is determined to be payable, it shall be paid to the Employee Executive within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments Excise Tax payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments Excise Tax payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Executive as a result of such Underpayment) shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including including, if reasonable, the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i1) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise TaxSection 10(a), it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Company.

Determination by Accountant. All mathematical determinations, --------------------------- and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 2(d), including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b2(d)(2), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the six (6) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 2(d)(1), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 2(d), including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b2(d)(2), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the six (6) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport and the Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the Overpayment.upon

Determination by Accountant. All mathematical determinations, determinations and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section section 280G of the Code), that in each case which determinations are required to be made under this SectionSection 8, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, and amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations8, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Employee from amount the largest four accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide to the Company and to the Employee its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation to Westport and the Employee by no later than any other relevant matter, within ten (10) days following after termination of the Termination DateEmployee's employment, if applicable, or at such earlier time following termination of employment as is requested by Westport or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her the Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCompany or the Employee. Any determination by the Accounting Firm shall be binding upon Westport the Company and the Employee, absent manifest error. As a result of uncertainty in the application of Section section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company and members of the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which the Company and members of the Company that should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the Company promptly shall pay, or cause to be paid, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, ; provided, however, that (i1) the Employee shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent of Section 7, which is to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport the Company an amount which that is less than the Overpayment.. FOURTH PART: SUCCESSORS, MISCELLANEOUS PROVISIONS, SIGNATURE PAGE

Determination by Accountant. All mathematical determinations, --------------------------- and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 10(a), ----- including determinations as to whether a Gross-Up Payment Excise Tax is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Excise Tax and amounts relevant to the last sentence of this Section 6(b), and 10(b) ----- or whether the assumptions to Total Payment should be utilized in arriving at such determinationsreduced, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the five (5) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Excise Tax and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Executive and the Company that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment an Excise Tax is determined to be payable, it shall be paid to the Employee Executive within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments Excise Tax payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments Excise Tax payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Executive as a result of such Underpayment) shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including including, if reasonable, the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i1) the Employee Executive shall not in any event be obligated to -------- ------- return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a --- manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise TaxSection 10(a), it being understood that the ----- correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Company.

Determination by Accountant. All mathematical determinations, determinations and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section section 280G of the Code), that in each case which determinations are required to be made under this SectionSection 14, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, and amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations14, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Employee from amount the largest six accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide to the Corporation and to the Employee its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation to Westport and any other relevant matter, within five days after termination of the Employee by no later than ten (10) days following the Termination DateEmployee's employment, if applicable, or at such earlier time as is requested by Westport the Corporation or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her the Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty (20) five days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCorporation or the Employee. Any determination by the Accounting Firm shall be binding upon Westport the Corporation and the Employee, absent manifest error. As a result of uncertainty in the application of Section section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Corporation and members of the AirTouch Group should have been made ("Underpayment"), or that Gross-Up Payments will have been were made by Westport which the 13 Corporation and members of the AirTouch Group that should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the Corporation promptly shall pay, or cause to be paid, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westportthe Corporation, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Corporation, and otherwise reasonably cooperate with Westport the Corporation to correct such Overpayment, ; provided, however, that (i1) the Employee shall not in any event be obligated to return to Westport the Corporation an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent of Section 13, which is to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport the Corporation an amount which that is less than the Overpayment.. 14 FIFTH PART: TRADE SECRETS, SUCCESSORS, MISCELLANEOUS PROVISIONS, SIGNATURE PAGE

Determination by Accountant. All mathematical determinations, determinations and all determinations as to of whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), ) that are required to be made under this SectionSection 17, including all determinations as to of whether a Gross-Up Payment is required, of the amount of such Gross-Up Payment, the reduction Payment and of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations17, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport Employee and reasonably acceptable to the Company from among the largest five (5) accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination determination, together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), together with detailed supporting calculations both to the Company and documentation to Westport and the Employee by no later than ten within five (105) business days following the Termination Dateof Employee's termination date, if applicable, or such earlier time as is requested by Westport the Company or the by Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty five (205) business days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCompany or to Employee. Any determination Determination by the Accounting Firm shall be binding upon Westport the Company and the Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 All of the Code at the time costs and expenses of the Determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine be borne by the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the OverpaymentCompany.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "“parachute payments" ” (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 6(b), including determinations as to whether a Gross-Up Payment Excise Tax is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Excise Tax and amounts relevant to the last sentence of this Section 6(b), and 6(c) or whether the assumptions to Payment should be utilized in arriving at such determinationsreduced, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the four (4) largest accounting firms in the United States (the "“Accounting Firm"”). The Accounting Firm , which shall provide its determination (the "“Determination"”), together with detailed supporting calculations regarding the amount of any Excise Tax and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Executive and the Company that no Excise Tax is payable (including the reasons therefortherefore) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment an Excise Tax is determined to be payable, it shall be paid to the Employee Executive within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments Excise Tax payments not made by Westport the Company should have been made ("“Underpayment"”), or that Gross-Up Payments Excise Tax payments will have been made by Westport the Company which should not have been made ("“Overpayments"”). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment underpayment (together with any interest and penalties, other than interest and penalties that arise under Section 409A of the Code, payable by the Executive as a result of such Underpayment) shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including including, if reasonable, the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i1) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise TaxSection 6(b), it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Company.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G 2800 of the Code), that are required to be made under this SectionSection 2(d), including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b2(d)(2), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the six (6) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons thereforreason therefore) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are is reasonably necessary (including the filing of returns and claims for refund), follow Now reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, provided however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 2(d)(l), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment.

Determination by Accountant. All mathematical --------------------------- determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 10(a), including determinations as to ----- whether a Gross-Up Payment Excise Tax is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Excise Tax and amounts relevant to the last sentence of this Section 6(b), and 10(b) or whether the assumptions to Total Payment ----- should be utilized in arriving at such determinationsreduced, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the five (5) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Excise Tax and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Executive and the Company that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment an Excise Tax is determined to be payable, it shall be paid to the Employee Executive within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments Excise Tax payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments Excise Tax payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Executive as a result of such Underpayment) shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including including, if reasonable, the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i1) the Employee Executive shall not in any event be -------- ------- obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the --- intent to make the Employee whole, on an after-tax basis, from the application of the Excise TaxSection 10(a), it being understood that the correction of an ----- Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Company.

Determination by Accountant. All mathematical determinations, determinations and all determinations as to whether any of the Total Payments are "“parachute payments" ” (within the meaning of Section section 280G of the CodeCode and the regulations, including proposed regulations, thereunder), that in each case which determinations are required to be made under this SectionSection 5, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Employee from among the largest four accounting firms in the United States (the "“Accounting Firm"”). The Accounting Firm shall provide to the Corporation and to the Employee its determination (the "“Determination"”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation to Westport and any other relevant matter, within ten days after the Employee by no later than ten (10) days following the Termination Date, if applicableoccurrence of an event which would trigger a parachute payment, or at such earlier time following such an event as is requested by Westport or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefortherefore) and that the Employee has substantial authority not to report any Excise Tax on his or her the Employee’s federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty (20) ten days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCorporation or the Employee. Any determination by the Accounting Firm shall be binding upon Westport the Corporation and the Employee, absent manifest error. As a result of uncertainty in the application of Section section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Corporation and members of the Corporation should have been made ("“Underpayment"”), or that Gross-Up Payments will have been made by Westport which the Corporation and members of the Corporation that should not have been made ("“Overpayments"”). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the Corporation promptly shall pay, or cause to be paid, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westportthe Corporation, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Corporation, and otherwise reasonably cooperate with Westport the Corporation to correct such Overpayment, ; provided, however, however that (i1) the Employee shall not in any event be obligated to return to Westport the Corporation an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities authorities, and (ii2) this provision shall be interpreted in a manner consistent with the intent of Section 5(a), which is to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport the Corporation an amount which that is less than the Overpayment.

Determination by Accountant. All mathematical determinationsSubject to the provisions of Section 13(c)(ii), and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 13, including determinations as to whether and when a Gross-Up Payment to Executive is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), Payment and the assumptions to be utilized in arriving at such determinationsdetermination, shall will be made at Westport's expense by an independent the Company’s auditor or another nationally recognized accounting firm selected appointed by Westport the Company (the "“Accounting Firm"”). In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the transaction which results in the application of the Excise Tax, Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). The Accounting Firm shall will provide its determination (the "Determination"), together with detailed supporting calculations both to the Company and documentation to Westport and Executive within 15 business days of the Employee by no later than ten (10) days following the Termination Date, if applicablereceipt of notice from Executive that there has been a Payment, or such earlier time as is requested by Westport or the Employee (if the Employee reasonably believes that any Company. All fees and expenses of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable will be borne solely by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her federal income tax returnCompany. If a Any Gross-Up Payment is Payment, as determined pursuant to be payablethis Section 13, it shall will be paid by the Company to the Employee Executive within twenty five (205) days after of the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall will be binding upon Westport the Company and the Employee, absent manifest errorExecutive. As a result of the uncertainty in the application of Section 4999 of the Internal Revenue Code of 1986 (the “Code”) at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by Westport the Company should have been made ("Underpayment"the “Underpayments”), or that Gross-Up Payments will have been consistent with the calculations required to be made by Westport which should not have been made ("Overpayments")hereunder. In either such eventthe event the Company exhausts its remedies pursuant to Section 13(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall will determine the amount of the Underpayment or Overpayment Underpayments that has occurred. In the case of an Underpayment, the amount of have occurred and any such Underpayment shall Underpayments will be promptly paid by Westport the Company to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the OverpaymentExecutive.

Determination by Accountant. All mathematical determinations, determinations and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section section 280G of the Code), that in each case which determinations are required to be made under this SectionSection 8, including determinations as to whether a Gross-Up Tax Restoration Payment is required, the amount of such Gross-Up Tax Restoration Payment, the reduction of the Total Payments to the Safe Harbor Cap, and amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations8, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from amount the largest five accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide to the Company and to the Executive its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Tax Restoration Payment and documentation to Westport and any other relevant matter, within ten days after termination of the Employee by no later than ten (10) days following the Termination DateExecutive's employment, if applicable, or at such earlier time as is requested by Westport or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee and Westport Executive with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her the Executive's federal income tax return. If a Gross-Up Tax Restoration Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) ten days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCompany or the Executive. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Tax Restoration Payments not made by Westport the Company and members of the Company should have been made ("Underpayment"), or that Gross-Up Tax Restoration Payments will have been made by Westport which the Company and members of the Company that should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the Company promptly shall pay, or cause to be paid, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, ; provided, however, that (i1) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent of Section 8, which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which that is less than the Overpayment.

Determination by Accountant. All mathematical determinations, --------------------------- and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 10(a), including determinations as to whether a Gross-Up Payment ----- Excise Tax is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Excise Tax and amounts relevant to the last sentence of this Section 6(b), and 10(b) or whether the assumptions to Total Payment should be utilized in arriving at such determinations----- reduced, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the five (5) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Excise Tax and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Executive and the Company that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment an Excise Tax is determined to be payable, it shall be paid to the Employee Executive within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments Excise Tax payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments Excise Tax payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Executive as a result of such Underpayment) shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including including, if reasonable, the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i1) the Employee Executive shall not in any event be obligated to -------- ------- return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a --- manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise TaxSection 10(a), it being understood that the ----- correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Company.

Determination by Accountant. All mathematical determinations, determinations and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are calculations required to be made under this Section, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations, 5.4 shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive Employee from among the largest five accounting firms in the United States (the "“Accounting Firm"”). The Accounting Firm shall provide its determination (the "“Determination"”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, to Westport the Executive Employee and the Employee by no later than Company within ten (10) business days following after the Termination Date, if applicable, or such earlier time as is requested by Westport Executive Employee or the Employee Company made the request (if the Executive Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Executive Employee, it shall furnish the Executive Employee and Westport with a written statement that such Accounting Firm it has concluded that no Excise Tax is payable (including the reasons therefor) and that the Executive Employee has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Executive Employee within twenty ten (2010) business days after the Determination has been delivered to the Company. Notwithstanding the foregoing, if the Executive Employee is a “specified employee” as defined and applied in Code Section 409A and the Gross-Up Payment (and all accompanying calculations and other material supporting the Determinationand/or Underpayment as described below in Section 5.4(c)) is delivered to Westport by not otherwise exempt from the Accounting Firmapplication of Code Section 409A, any Gross-Up Payment due above will be paid no earlier than the six-month anniversary of the Executive Employee’s separation from service. In no event shall a Gross-Up Payment be made later than the end of the Executive Employee’s taxable year next following the Executive Employee’s taxable year in which the Executive Employee remits the Excise Tax. Any determination by the Accounting Firm shall be binding upon Westport the Company and the Executive Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the Overpayment.

Determination by Accountant. All --------------------------- mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 2(d), including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b2(d)(2), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the six (6) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 2(d)(1), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment.

Determination by Accountant. All mathematical --------------------------- determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 10(a), including determinations as to ---- whether a Gross-Up Payment Excise Tax is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Excise Tax and amounts relevant to the last sentence of this Section 6(b), and 10(b) or whether the assumptions to Total Payment ---- should be utilized in arriving at such determinationsreduced, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the five (5) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Excise Tax and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Executive and the Company that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment an Excise Tax is determined to be payable, it shall be paid to the Employee Executive within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments Excise Tax payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments Excise Tax payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Executive as a result of such Underpayment) shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including including, if reasonable, the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i1) the Employee Executive shall not in any event be ----------------- obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be --- interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise TaxSection 10(a), it being ---- understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Company.

Determination by Accountant. All mathematical determinations, determinations and all --------------------------- determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that in each case which determinations are required to be made under this SectionSection 12, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, and amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations12, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Employee from among the largest six accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide to the Company and to the Employee its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation to Westport and the Employee by no later than any other relevant matter, within ten (10) days following after termination of the Termination DateEmployee's employment, if applicable, or at such earlier time following termination of employment as is requested by Westport or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her the Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCompany or the Employee. Any determination by the Accounting Firm shall be binding upon Westport the Company and the Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company and members of the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which the Company and members of the Company that should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment underpayment or Overpayment that has occurred. In the case of an Underpayment, the Company promptly shall pay, or cause to be paid, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportby the Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, ; provided, however, that (i1) the Employee shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent of Section 11, which is to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport the Company an amount which that is less than the Overpayment.

Determination by Accountant. All mathematical determinations, determinations and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are calculations required to be made under this Section, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations, 5.4 shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive Employee from among the largest five accounting firms in the United States (the "“Accounting Firm"”). The Accounting Firm shall provide its determination (the "“Determination"”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, to Westport the Executive Employee and the Employee by no later than Company within ten (10) business days following after the Termination Date, if applicable, or such earlier time as is requested by Westport Executive Employee or the Employee Company made the request (if the Executive Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Executive Employee, it shall furnish the Executive Employee and Westport with a written statement that such Accounting Firm it has concluded that no Excise Tax is payable (including the reasons therefor) and that the Executive Employee has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Executive Employee within twenty ten (2010) business days after the Determination has been delivered to the Company. Notwithstanding the foregoing, if the Executive Employee is a “specified employee” as defined and applied in Code Section 409A and the Gross-Up Payment (and all accompanying calculations and other material supporting the Determinationand/or Underpayment as described below in Section 5.4(c)) is delivered to Westport by not otherwise exempt from the Accounting Firmapplication of Code Section 409A, any Gross-Up Payment due above will be paid no earlier than the six (6) month anniversary of the Executive Employee’s separation from service. In no event shall a Gross-Up Payment be made later than the end of the Executive Employee’s taxable year next following the Executive Employee’s taxable year in which the Executive Employee remits the Excise Tax. Any determination by the Accounting Firm shall be binding upon Westport the Company and the Executive Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the Overpayment.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "“parachute payments" ” (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 10(a), including determinations as to whether a Gross-Up Payment Excise Tax is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Excise Tax and amounts relevant to the last sentence of this Section 6(b), and 10(b) or whether the assumptions to Total Payment should be utilized in arriving at such determinationsreduced, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the five (5) largest accounting firms in the United States (the "“Accounting Firm"”). The Accounting Firm , which shall provide its determination (the "“Determination"”), together with detailed supporting calculations regarding the amount of any Excise Tax and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Executive and the Company that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment an Excise Tax is determined to be payable, it shall be paid to the Employee Executive within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments Excise Tax payments not made by Westport the Company should have been made ("“Underpayment"”), or that Gross-Up Payments Excise Tax payments will have been made by Westport the Company which should not have been made ("“Overpayments"”). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Executive as a result of such Underpayment) shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including including, if reasonable, the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i1) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise TaxSection 10(a), it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Company.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "“parachute payments" ” (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 6(b), including determinations as to whether a Gross-Up Payment Excise Tax is required, the amount of such Gross-Up Payment, Excise Tax and whether the reduction of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), and the assumptions to Payment should be utilized in arriving at such determinationsreduced, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the four (4) largest accounting firms in the United States (the "“Accounting Firm"”). The Accounting Firm , which shall provide its determination (the "“Determination"”), together with detailed supporting calculations regarding the amount of any Excise Tax and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Executive and the Company that no Excise Tax is payable (including the reasons therefortherefore) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment an Excise Tax is determined to be payable, it shall be paid to the Employee Executive within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments Excise Tax payments not made by Westport the Company should have been made ("“Underpayment"”), or that Gross-Up Payments Excise Tax payments will have been made by Westport the Company which should not have been made ("“Overpayments"”). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment underpayment (together with any interest and penalties, other than interest and penalties that arise under Section 409A of the Code, payable by the Executive as a result of such Underpayment) shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including including, if reasonable, the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i1) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise TaxSection 6(b), it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Company.

Determination by Accountant. All mathematical determinations, determinations and all determinations as to whether any of the Total Payments are "“parachute payments" ” (within the meaning of Section section 280G of the Code), that in each case which determinations are required to be made under this SectionSection 16, including determinations as to whether a Gross-Up Tax Restoration Payment is required, the amount of such Gross-Up Tax Restoration Payment, the reduction of the Total Payments to the Safe Harbor Cap, and amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations16, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport Executive from among the largest five accounting firms in the United States (the "“Accounting Firm"”). The Accounting Firm shall provide to the Company and to Executive its determination (the "“Determination"”), together with detailed supporting calculations regarding the amount of any Tax Restoration Payment and documentation to Westport and the Employee by no later than any other relevant matter, within ten (10) days following the Termination Dateafter termination of Executive’s employment, if applicable, or at such earlier time following termination of employment as is requested by Westport or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee and Westport Executive with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her Executive’s federal income tax return. If a Gross-Up Tax Restoration Payment is determined to be payable, it shall be paid to the Employee Executive within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCompany or Executive. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Tax Restoration Payments not made by Westport the Company and members of the Company should have been made ("“Underpayment"”), or that Gross-Up Tax Restoration Payments will have been made by Westport which the Company and members of the Company that should not have been made ("“Overpayments"”). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the Company promptly shall pay, or cause to be paid, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, ; provided, however, that (i1) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent of Section 16(c), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which that is less than the Overpayment.

Determination by Accountant. All mathematical determinations, determinations and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that in each case which determinations are required to be made under this SectionSection 12, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, and amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations12, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Employee from among the largest six accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide to the Company and to the Employee its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation to Westport and the Employee by no later than any other relevant matter, within ten (10) days following after termination of the Termination DateEmployee's employment, if applicable, or at such earlier time following termination of employment as is requested by Westport or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her the Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCompany or the Employee. Any determination by the Accounting Firm shall be binding upon Westport the Company and the Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company and members of the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which the Company and members of the Company that should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment underpayment or Overpayment that has occurred. In the case of an Underpayment, the Company promptly shall pay, or cause to be paid, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportby the Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, ; provided, however, that (i1) the Employee shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent of Section 11, which is to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport the Company an amount which that is less than the Overpayment.

Determination by Accountant. All mathematical determinations, determinations and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section section 280G of the Code), that in each case which determinations are required to be made under this SectionSection 14, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, and amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations14, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Employee from amount the largest six accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide to the Corporation and to the Employee its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation to Westport and any other relevant matter, within five days after termination of the Employee by no later than ten (10) days following the Termination DateEmployee's employment, if applicable, or at such earlier time as is requested by Westport the Corporation or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her the Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty (20) five days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCorporation or the Employee. Any determination by the Accounting Firm shall be binding upon Westport the Corporation and the Employee, absent manifest error. As a result of uncertainty in the application of Section section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Corporation and members of the AirTouch Group should have been made ("Underpayment"), or that Gross-Up Payments will have been were made by Westport which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the Overpayment.the

Determination by Accountant. All mathematical determinations, and --------------------------- all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this Sectionhereunder, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations2, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Employee from among the five (5) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Corporation and the Employee by no later than ten (10) days following a written request by the Termination Date, if applicable, or such earlier time as is requested by Westport Corporation or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport the Corporation with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Employee and the Corporation that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Corporation by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Corporation and the Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Corporation should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport the Corporation which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Employee as a result of such Underpayment) shall be promptly paid by Westport the Corporation to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westportthe Corporation, take such steps as are reasonably necessary (including including, if reasonable, the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport the Corporation to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport the Corporation an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 1, which is to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport the Corporation an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Corporation.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 3(d), including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b3(d)(2), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the six (6) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Corporation and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Corporation or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Corporation with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Executive and the Corporation that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Corporation by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Corporation and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Corporation should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport the Corporation which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Executive as a result of such Underpayment) shall be promptly paid by Westport the Corporation to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Corporation, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Corporation, and otherwise reasonably cooperate with Westport the Corporation to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Corporation an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 3(d)(1), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Corporation an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Corporation.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 6, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the five (5) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Datetermination date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee reasonably Executive believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Executive and the Company that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Executive as a result of such Underpayment) shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including including, if reasonable, the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 6(a), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Company.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this Section, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), Cap and the assumptions to be utilized in arriving at such determinations, shall be made at WestportParent's expense by an independent nationally recognized accounting firm selected by Westport Parent (the "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation to Westport Parent and the Employee by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport Parent or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport Parent with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport Parent and the Employee, absent manifest error. If Total Payments are reduced to the Safe Harbor Cap as provided above and if it is established pursuant to a final determination of a court or an Internal Revenue Service (the "IRS") proceeding which has been finally and conclusively resolved, that Total Payments have been made to, or provided for the benefit of, Employee by the Parent which are in excess of the limitations provided in Section 6(a) (hereinafter referred to as an "Excess Payment"), such Excess Payment shall be deemed for all purposes to be an overpayment to the Employee made on the date such Employee received the Excess Payment and the Employee shall repay the Excess Payment to the Parent on demand. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination by the Accounting Firm hereunderdetermination, it is possible that Gross-Up Total Payments which will not have been made by Westport the Parent should have been made (a "Safe Harbor Underpayment"), or that Gross-Up Payments will have been consistent with the calculations required to be made by Westport which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurredunder this Section 6. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, event that it is determined (i) by the Employee Accounting Firm, the Parent (which shall not in any event be obligated to return to Westport an amount greater than include the net after-position taken by the Parent, or together with its consolidated group, on its federal income tax portion of return) or the Overpayment that he IRS or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision pursuant to a determination by a court, that a Safe Harbor Underpayment has occurred, the Parent shall be interpreted in a manner consistent with the intent pay an amount equal to make such Safe Harbor Underpayment to the Employee whole, on an after-tax basis, from the application within fifteen (15) days of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the Overpaymentsuch determination together.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 6(b), including determinations as to whether a Gross-Up Payment Excise Tax is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Excise Tax and amounts relevant to the last sentence of this Section 6(b), and 6(c) or whether the assumptions to Payment should be utilized in arriving at such determinationsreduced, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the four (4) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Excise Tax and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Executive and the Company that no Excise Tax is payable (including the reasons therefortherefore) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment an Excise Tax is determined to be payable, it shall be paid to the Employee Executive within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments Excise Tax payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments Excise Tax payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment underpayment (together with any interest and penalties, other than interest and penalties that arise under Section 409A, payable by the Executive as a result of such Underpayment) shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including including, if reasonable, the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i1) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise TaxSection 6(b), it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Company. Notwithstanding the foregoing, the Parties acknowledge and agree that (i) any and all amounts required to be paid to the Executive pursuant to this Section 6(c) shall be made promptly after determination thereof but in no event later than the end of the year following the year in which such taxes, interest and/or penalties are incurred, and (ii) no payment shall be made pursuant to this Section 6(c) to the extent that such payment would constitute a deferral of compensation subject to excise tax under Section 409A of the Code, in which event the payment shall be delayed until such time as the payment would not be subject to excise tax, and (iii) all amounts paid to the Executive pursuant to this Section 6(c) shall otherwise be paid at a time and in a manner that comports with Section 409A of the Code.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this Section, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b2(d)(2), and the assumptions to be utilized in arriving at such determinations, shall be made at Westportthe Company's expense by an independent nationally recognized accounting firm selected by Westport the Company from among the six largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation to Westport the Company and the Employee Officer by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Officer (if the Employee Officer reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeOfficer, it shall furnish the Employee Officer and Westport the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including 8\including the reasons therefor) and that the Employee Officer has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Officer within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeOfficer, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport the Company to or for the benefit of the EmployeeOfficer. In the case of an Overpayment, the Employee Officer shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i) the Employee Officer shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee Officer whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Officer repaying to Westport the Company an amount which is less than the Overpayment.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G 2800 of the Code), that are required to be made under this SectionSection 2(d), including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b2(d)(2), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the six (6) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Corporation and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Corporation or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Corporation with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Executive and the Corporation that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Corporation by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Corporation and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Corporation should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport the Corporation which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurredoccurred within two (2) years. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Executive as a result of such Underpayment) shall be promptly paid by Westport the Corporation to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Corporation, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Corporation, and otherwise reasonably cooperate with Westport the Corporation to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Corporation an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 2(d)(1), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Corporation an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Corporation.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "“parachute payments" ” (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 2(d), including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b2(d)(2), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the six (6) largest accounting firms in the United States (the "“Accounting Firm"”). The Accounting Firm , which shall provide its determination (the "“Determination"”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company should have been made ("“Underpayment"”), or that Gross-Up Payments will have been made by Westport the Company which should not have been made ("“Overpayments"”). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive promptly and in any event before March 15 of the year following the year in which the Executive’s Termination Date occurs. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 2(d)(1), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment.

Determination by Accountant. All mathematical determinations, determinations and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section section 280G of the Code), that in each case which determinations are required to be made under this SectionSection 11, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, and amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations11, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Employee from among the largest six accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide to the Corporation and to the Employee its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation to Westport and any other relevant matter, within ten days after termination of the Employee by no later than ten (10) days following the Termination DateEmployee's employment, if applicable, or at such earlier time following termination of employment as is requested by Westport or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her the Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty (20) ten days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCorporation or the Employee. Any determination by the Accounting Firm shall be binding upon Westport the Corporation and the Employee, absent manifest error. As a result of uncertainty in the application of Section section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Corporation and members of the Corporation should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which the Corporation and members of the Corporation that should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the Corporation promptly shall pay, or cause to be paid, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westportthe Corporation, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportby the Corporation, and otherwise reasonably cooperate with Westport the Corporation to correct such Overpayment, ; provided, however, that (i1) the Employee shall not in any event be obligated to return to Westport the Corporation an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent of Section 13, which is to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport the Corporation an amount which that is less than the Overpayment.

Determination by Accountant. All mathematical determinations, determinations and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section section 280G of the Code), that in each case which determinations are required to be made under this SectionSection 8, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, and amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations8, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Employee from among the largest four accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide to the Company and to the Employee its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation to Westport and the Employee by no later than any other relevant matter, within ten (10) days following after termination of the Termination DateEmployee's employment, if applicable, or at such earlier time following termination of employment as is requested by Westport or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her the Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty ten (2010) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCompany or the Employee. Any determination by the Accounting Firm shall be binding upon Westport the Company and the Employee, absent manifest error. As a result of uncertainty in the application of Section section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company and members of the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which the Company and members of the Company that should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the Company promptly shall pay, or cause to be paid, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, ; provided, however, that (i1) the Employee shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent of Section 7, which is to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport the Company an amount which that is less than the Overpayment.. FOURTH PART: SUCCESSORS, MISCELLANEOUS PROVISIONS, SIGNATURE PAGE

Determination by Accountant. All mathematical determinations, determinations and --------------------------- all determinations as to of whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), ) that are required to be made under this Section, including all determinations as to of whether a Gross-Up Payment is required, of the amount of such Gross-Up Payment, the reduction Payment and of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinationsSection, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport Employee and reasonably acceptable to the Company from among the largest four accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination determination, together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), together with detailed supporting calculations both to the Company and documentation to Westport and the Employee by no later than ten within five (105) business days following the Termination Dateof Employee's termination date, if applicable, or such earlier time as is requested by Westport the Company or the by Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty five (205) business days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCompany or to Employee. Any determination Determination by the Accounting Firm shall be binding upon Westport the Company and the Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 All of the Code at the time costs and expenses of the Determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine be borne by the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the OverpaymentCompany.

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 2(d), including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b2(d)(2), and the assumptions to be utilized in arriving at such determinations, shall be made at Westportthe Company's expense by an independent nationally recognized accounting firm selected by Westport the Company from among the six largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 2(d)(1), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment.

Determination by Accountant. All mathematical --------------------------- determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 2(d), including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b2(d)(2), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the six (6) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Company and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Company or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Company by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Company and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Company should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport the Company which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such the Underpayment shall be promptly paid by Westport the Company to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Company, and otherwise reasonably cooperate with Westport the Company to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Company an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 2(d)(1), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Company an amount which is less than the Overpayment.

Determination by Accountant. All mathematical determinations, determinations and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section section 280G of the Code), that in each case which determinations are required to be made under this SectionSection 14, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, and amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations14, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Employee from amount the largest six accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide to the Corporation and to the Employee its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation to Westport and any other relevant matter, within ten days after termination of the Employee by no later than ten (10) days following the Termination DateEmployee's employment, if applicable, or at such earlier time following termination of employment as is requested by Westport or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her the Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty (20) ten days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCorporation or the Employee. Any determination by the Accounting Firm shall be binding upon Westport the Corporation and the Employee, absent manifest error. As a result of uncertainty in the application of Section section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Corporation and members of the Corporation should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which the Corporation and members of the Corporation that should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the Corporation promptly shall pay, or cause to be paid, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westportthe Corporation, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Corporation, and otherwise reasonably cooperate with Westport the Corporation to correct such Overpayment, ; provided, however, that (i1) the Employee shall not in any event be obligated to return to Westport the Corporation an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii2) this provision shall be interpreted in a manner consistent with the intent of Section 13, which is to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport the Corporation an amount which that is less than the Overpayment.. FIFTH PART: TRADE SECRETS, SUCCESSORS, MISCELLANEOUS PROVISIONS, SIGNATURE PAGE

Determination by Accountant. All mathematical determinationsSubject to the provisions of Section 6.3(ii), and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 6, including determinations as to whether and when a Gross-Up Payment to Xx. Xxxxxxx is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), Payment and the assumptions to be utilized in arriving at such determinationsdetermination, shall will be made at Westport's expense by an independent MoneyGram’s auditor or another nationally recognized accounting firm selected appointed by Westport MoneyGram (the "“Accounting Firm"”). In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the transaction which results in the application of the Excise Tax, Xx. Xxxxxxx may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). The Accounting Firm shall will provide its determination (the "Determination"), together with detailed supporting calculations both to MoneyGram and documentation to Westport and Xx. Xxxxxxx within 15 business days of the Employee by no later than ten (10) days following the Termination Date, if applicablereceipt of notice from Xx. Xxxxxxx that there has been a Payment, or such earlier time as is requested by Westport or the Employee (if the Employee reasonably believes that any MoneyGram. All fees and expenses of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable will be borne solely by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her federal income tax returnMoneyGram. If a Any Gross-Up Payment is Payment, as determined pursuant to be payablethis Section 6, it shall will be paid by MoneyGram to Xx. Xxxxxxx within five days of the Employee within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall will be binding upon Westport MoneyGram and the Employee, absent manifest errorXx. Xxxxxxx. As a result of the uncertainty in the application of Section 4999 of the Internal Revenue Code of 1986 (the “Code”) at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by Westport MoneyGram should have been made ("Underpayment"the “Underpayments”), or that Gross-Up Payments will have been consistent with the calculations required to be made by Westport which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurredhereunder. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport event MoneyGram exhausts its remedies pursuant to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the Overpayment.Section 6.3

Determination by Accountant. All mathematical determinations, determinations and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section section 280G of the Code), that in each case which determinations are required to be made under this SectionSection 14, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, and amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations14, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Employee from amount the largest six accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide to the Corporation and to the Employee its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation to Westport and any other relevant matter, within five days after termination of the Employee by no later than ten (10) days following the Termination DateEmployee's employment, if applicable, or at such earlier time as is requested by Westport the Corporation or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her the Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty (20) five days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCorporation or the Employee. Any determination by the Accounting Firm shall be binding upon Westport the Corporation and the Employee, absent manifest error. As a result of uncertainty in the application of Section section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Corporation and members of the AirTouch Group should have been made ("Underpayment"), or that Gross-Up Payments will have been were made by Westport which the Corporation and members of the AirTouch Group that should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the Overpayment.the

Determination by Accountant. All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this SectionSection 2(d), including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, Payment and amounts relevant to the last sentence of this Section 6(b2(d)(2), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport the Executive from among the six (6) largest accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to Westport the Corporation and the Employee Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport the Corporation or the Employee Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive and Westport the Corporation with a written statement that such Accounting Firm has concluded an opinion reasonably acceptable to the Executive and the Corporation that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport the Corporation by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport the Corporation and the EmployeeExecutive, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport the Corporation should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport the Corporation which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Executive as a result of such Underpayment) shall be promptly paid by Westport the Corporation to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of Westportthe Corporation, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westportthe Corporation, and otherwise reasonably cooperate with Westport the Corporation to correct such Overpayment, provided, however, that (i) the Employee Executive shall not in any event be obligated to return to Westport the Corporation an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 2(d)(1), which is to make the Employee Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee Executive repaying to Westport the Corporation an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Corporation.

Determination by Accountant. All mathematical determinations, determinations and all determinations as to of whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), ) that are required to be made under this Section, including all determinations as to of whether a Gross-Up Payment is required, of the amount of such Gross-Up Payment, the reduction Payment and of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinationsSection, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport Employee and reasonably acceptable to the Company from among the largest five (5) accounting firms in the United States (the "Accounting Firm"). The Accounting Firm , which shall provide its determination determination, together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), together with detailed supporting calculations both to the Company and documentation to Westport and the Employee by no later than ten within five (105) business days following the Termination Dateof Employee's termination date, if applicable, or such earlier time as is requested by Westport the Company or the by Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty five (205) business days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting FirmCompany or to Employee. Any determination Determination by the Accounting Firm shall be binding upon Westport the Company and the Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 All of the Code at the time costs and expenses of the Determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine be borne by the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the OverpaymentCompany.