Common use of Determinations Clause in Contracts

Determinations. Subject to the provisions of Section 3 below, all determinations required to be made under this Appendix I, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, and the assumptions to be utilized in arriving at such determination, shall be made by an independent accounting firm or consulting group with nationally recognized standing and substantial expertise and experience in making such determinations retained by the Company prior to the occurrence of a Change in Control for purposes of making the determinations in this Appendix I (the “280G Firm”). The 280G Firm shall provide detailed supporting calculations to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment or such earlier time as is requested by the Company. All fees and expenses of the 280G Firm shall be borne solely by the Company. Any determination by the 280G Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the 280G Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made in accordance with this Appendix I (the amount of such Gross-Up Payments not made, the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 3 below and Executive is thereafter required by a taxing authority to make a payment of any Excise Tax as the result of an Underpayment, the 280G Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.

Determinations. Subject to the provisions of Section 3 below11(c), all determinations required to be made under this Appendix ISection 10, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent accounting firm or consulting group with nationally recognized of national standing and substantial expertise and experience in making such determinations retained reasonably selected by the Company prior to the occurrence of a Change in Control for purposes of making the determinations in this Appendix I (the “280G Accounting Firm”). The 280G Firm , which shall provide detailed supporting calculations to both the Company and the Executive within fifteen (15) 15 business days of the receipt of written notice from the Executive that there has been a Payment Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the 280G Accounting Firm shall be borne solely by the Company. Any determination by the 280G Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the 280G Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company that should have been made in accordance with this Appendix I (the amount of such Gross-Up Payments not made, the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 3 below 11(c) and the Executive thereafter is thereafter required by a taxing authority to make a payment of any Excise Tax as the result of an UnderpaymentTax, the 280G Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 3 below5.3, all determinations required to be made under this Appendix IArticle 5, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent the nationally recognized certified public accounting firm or consulting group with nationally recognized standing and substantial expertise and experience in making such determinations retained used by the Company immediately prior to the occurrence effective date of a the Change in Control for purposes of making or, if such firm declines to serve, such other nationally recognized certified public accounting firm as may be designated by the determinations in this Appendix I Executive (the “280G "Accounting Firm”"). The 280G Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment Payment, or such earlier time as is requested by the Company. All fees and expenses of the 280G Accounting Firm shall be borne solely by the Company. Any determination by the 280G Accounting Firm shall be binding upon the Company and the Executive. Subject to Section 5.5 below, any Gross-Up Payment, as determined pursuant to this Section 5.2, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination. For purposes of making the calculations required by this Article 5, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the 280G Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made in accordance with this Appendix I (the amount of such Gross-Up Payments not made, the “"Underpayment”"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 3 below 5.3 and the Executive thereafter is thereafter required by a taxing authority to make a payment of any Excise Tax as the result of an UnderpaymentTax, the 280G Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 3 below5.3, all determinations required to be made under this Appendix IArticle 5, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent the nationally recognized certified public accounting firm or consulting group with nationally recognized standing and substantial expertise and experience in making such determinations retained used by the Company immediately prior to the occurrence effective date of a the Change in Control for purposes of making or, if such firm declines to serve, such other nationally recognized certified public accounting firm as may be designated by the determinations in this Appendix I Executive (the “280G Accounting Firm”). The 280G Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment Payment, or such earlier time as is requested by the Company. All fees and expenses of the 280G Accounting Firm shall be borne solely by the Company. Any determination by the 280G Accounting Firm shall be binding upon the Company and the Executive. Subject to Section 5.5 below, any Gross-Up Payment, as determined pursuant to this Section 5.2, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm’s determination. For purposes of making the calculations required by this Article 5, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the 280G Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made in accordance with this Appendix I (the amount of such Gross-Up Payments not made, the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 3 below 5.3 and the Executive thereafter is thereafter required by a taxing authority to make a payment of any Excise Tax as the result of an UnderpaymentTax, the 280G Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 3 below6.3, all determinations required to be made under this Appendix ISection 6, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent the nationally recognized certified public accounting firm or consulting group with nationally recognized standing and substantial expertise and experience in making such determinations retained used by the Company immediately prior to the occurrence effective date of a the Change in Control for purposes of making or, if such firm declines to serve, such other nationally recognized certified public accounting firm as may be designated by the determinations in this Appendix I Executive (the “280G Accounting Firm”). The 280G Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment Payment, or such earlier time as is requested by the Company. All fees and expenses of the 280G Accounting Firm shall be borne solely by the Company. Any determination by the 280G Accounting Firm shall be binding upon the Company and the Executive. Subject to Section 6.5 below, any Gross-Up Payment, as determined pursuant to this Section 6.2, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. For purposes of making the calculations required by this Section 6, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the 280G Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made in accordance with this Appendix I (the amount of such Gross-Up Payments not made, the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 3 below 6.3 and the Executive thereafter is thereafter required by a taxing authority to make a payment of any Excise Tax as the result of an UnderpaymentTax, the 280G Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 3 below, all determinations required to be made under this Appendix I, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, and the assumptions to be utilized in arriving at such determination, shall be made by an independent accounting firm or consulting group with nationally recognized standing and substantial expertise and experience in making such determinations retained by the Company prior to the occurrence of a Change in Control for purposes of making the determinations in this Appendix I (the “280G Firm”). The 280G Firm shall provide detailed supporting calculations to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment or such earlier time as is requested by the Company. All fees and expenses of the 280G Firm shall be borne solely by the Company. Any determination by the 280G Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the 280G Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made in accordance with this Appendix I (the amount of such Gross-Up Payments not made, the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 3 below and Executive is thereafter required by a taxing authority to make a payment of any Excise Tax as the result of an Underpayment, the 280G Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. 4.