Common use of Excise Taxes Clause in Contracts

Excise Taxes. (a) In the event that any payments made and/or benefits provided to the Executive under this Agreement (including, without limitation, pursuant to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (the "Excise Taxes"), the Company shall pay the Executive such additional cash payment(s) (hereinafter collectively called the "Gross Up Payment") such that the net amount that the Executive would retain after deduction and/or payment of any Excise Taxes on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service with respect to the Excise Taxes, and taking into account the tax consequences of all additional cash payments made by the Company pursuant to this Section 8, shall be equal to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and the amount thereof shall be based upon the opinion of counsel selected by the Executive and acceptable to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if any, to the Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notification.

Excise Taxes. (a) In a. Anything in this Agreement to the event contrary notwithstanding and except as set forth below, if it is determined that any payments made and/or benefits provided payment or distribution by the Company to or for the benefit of Executive under this Agreement (including, without limitation, whether paid or payable or distributed or distributable pursuant to the Option and/or the Notice terms of Grant and Share Option this Agreement attached hereto as Exhibit Aor otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter called collectively referred to as the "PaymentsExcise Tax"), then Executive shall be entitled to receive an additional payment ("Gross-Up Payment") are subject in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to any excise such taxes), including, without limitation, excise any income taxes (and any interest and penalties imposed by Section 4999 with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Internal Revenue Code Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of 1986this paragraph "a", if it is determined that Executive is entitled to a Gross-Up Payment, but that Executive, after taking into account the Payments and Gross-Up Payment, would not receive a net after-tax benefit of at least $25,000 (taking into account both income taxes and any Excise Tax) as amended compared to the net after-tax proceeds to Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Code") (the "Excise Taxes"), the Company shall pay the Executive such additional cash payment(s) (hereinafter collectively called the "Gross Up PaymentReduced Amount") such that the net amount that the Executive receipt of Payments would retain after deduction and/or payment of not give rise to any Excise Taxes on Tax, then no Gross-Up Payment shall be made to Executive and the Payments, and any interest and/or penalties assessed by in the Internal Revenue Service with respect to the Excise Taxes, and taking into account the tax consequences of all additional cash payments made by the Company pursuant to this Section 8aggregate, shall be equal reduced to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and the amount thereof shall be based upon the opinion of counsel selected by the Executive and acceptable to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if any, to the Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notificationReduced Amount.

Excise Taxes. (a) In a. Anything in this Agreement to the event contrary notwithstanding and except as set forth below, if it is determined that any payments made and/or benefits provided payment or distribution by the Company to or for the benefit of Executive under this Agreement (including, without limitation, whether paid or payable or distributed or distributable pursuant to the Option and/or the Notice terms of Grant and Share Option this Agreement attached hereto as Exhibit Aor otherwise, but determined without regard to any additional payments required under this Section 5) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter called collectively referred to as the "PaymentsExcise Tax"), then Executive shall be entitled to receive an additional payment ("Gross-Up Payment") are subject in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to any excise such taxes), including, without limitation, excise any income taxes (and any interest and penalties imposed by Section 4999 with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Internal Revenue Code Gross-up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of 1986this paragraph "a", if it is determined that Executive is entitled to a Gross-Up Payment, but that Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $10,000 (taking into account both income taxes and any Excise Tax) as amended compared to the net after-tax proceeds to Executive resulting from an elimination of the Gross-Up Payment and a reduction of the payments, in the aggregate, to an amount (the "Code") (the "Excise Taxes"), the Company shall pay the Executive such additional cash payment(s) (hereinafter collectively called the "Gross Up PaymentReduced Amount") such that the net amount that the Executive receipt of Payments would retain after deduction and/or payment of not give rise to any Excise Taxes on Tax, then no Gross-Up Payment shall be made to Executive and the Payments, and any interest and/or penalties assessed by in the Internal Revenue Service with respect to the Excise Taxes, and taking into account the tax consequences of all additional cash payments made by the Company pursuant to this Section 8aggregate, shall be equal reduced to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and the amount thereof shall be based upon the opinion of counsel selected by the Executive and acceptable to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if any, to the Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notificationReduced Amount.

Excise Taxes. (a) In the event that any the aggregate of all payments or benefits made and/or benefits or provided to the Executive in connection with a Change in Control under this Agreement and under all other plans and programs of Sensormatic (includingthe "Aggregate Payment") is determined to constitute a Parachute Payment, without limitationas such term is defined in Section 280G(b)(2) of the Internal Revenue Code, pursuant as amended, or any successor provision, Sensormatic shall pay to Executive, prior to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to time any excise taxes, including, without limitation, excise taxes tax imposed by Section 4999 of the Internal Revenue Code of 1986Code, as amended amended, or any successor provision (the "Code") (the "Excise TaxesTax"), the Company shall pay the Executive such additional cash payment(s) (hereinafter collectively called the "Gross Up Payment") such that the net amount that the Executive would retain after deduction and/or payment of any Excise Taxes on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service is payable with respect to such Aggregate Payment, an additional amount which, after the Excise Taxes, and taking into account the tax consequences imposition of all additional cash payments made by the Company pursuant to this Section 8income and excise taxes thereon, shall be is equal to the aggregate value of PaymentsExcise Tax on the Aggregate Payment. The determination of whether such Excise Taxes are payable the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to Executive and the amount thereof time of payment pursuant to this Section 12 shall be based upon made by an independent auditor (the opinion of counsel "Auditor") jointly selected by the Sensormatic and Executive and acceptable paid by Sensormatic. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of Sensormatic or any affiliate thereof. If Executive and Sensormatic cannot agree on the firm to serve as the Auditor, then Executive and Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of Executive's Excise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to Executive under this Section 12 has been made, Sensormatic shall pay to Executive an additional amount with respect to such additional Excise Tax (and any interest and penalties thereon) at the time that the amount of the actual Excise Tax liability is finally determined, such additional amount to be calculated in the same manner as such initial payment. Executive and Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating to the Company. Any existence or amount of liability for Excise Tax, and all expenses relating to any such additional cash payment Proceeding (including all reasonable attorney's fees and other expenses incurred by the Company Executive in connection therewith) shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion Sensormatic promptly upon notice of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if any, to the Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notificationdemand from Executive.

Excise Taxes. (a) In the event that any payments made and/or benefits provided to the Executive under this Agreement (including, without limitation, pursuant to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes imposed by Section 4999 of the The Internal Revenue Code of 1986, as amended (the "Code") (), will impose significant tax on Employee and the "Excise Taxes")Company if the total amounts received by the Employee due to a Change of Control exceed prescribed limits. This includes a 20% excise tax on certain amounts received in excess of the prescribed limits and a loss of deduction for the Company. If, as a result of these Code provisions, the Employee is required to pay such excise tax, then upon written notice from the Employee to the Company, the Company shall pay the Executive such additional cash payment(s) Employee an amount equal to the total excise tax imposed on the Employee (hereinafter collectively called including the excise taxes on any excise tax reimbursements due pursuant to this sentence and the excise taxes on any income tax reimbursements due pursuant to the next sentence). If the Company is obligated to pay taxes for the Employee pursuant to the preceding sections, the Company also shall pay the Employee an amount equal to the "Gross Up Payment") such total presumed federal and state taxes" that the net amount that the Executive would retain after deduction and/or payment of any Excise Taxes could be imposed on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service Employee with respect to the Excise Taxes, excise tax reimbursements due to the Employee pursuant to the preceding sentence and taking into account the income tax consequences of all additional cash payments made by reimbursements due to the Company Employee pursuant to this Section 8sentence. For purposes of the preceding sentence, the "total presumed federal and state taxes" that could be imposed on the Employee shall be conclusively calculated using a combined tax rate equal to the aggregate value sum of Paymentsthe then prevailing maximum marginal federal and state income tax rates. No adjustments will be made in this combined rate for the deduction of state taxes on the federal return, the loss of itemized deductions or exemptions, or for any other purpose. The determination of whether such Excise Taxes are payable and the amount thereof Employee shall be based upon responsible for paying the opinion of counsel selected by the Executive and acceptable actual taxes. The amounts payable to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company Employee pursuant to this Section 8) and the or any other agreement or arrangement with Company shall pay the Executive the difference between the final amount of the Gross Up Payment and not be limited in any way by the amount previously paid, if any, that may be paid pursuant to the Executive by Code without the imposition of an excise tax or the loss of Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notificationdeductions.

Excise Taxes. (a) In Notwithstanding anything herein to the contrary, in the event that it is determined that any payments made and/or benefits payment or benefit provided to the Executive under this Agreement (includingyou hereunder, without limitation, pursuant would be subject to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended amended, or any interest or penalties with respect to such excise tax (the "Code") (such excise tax, together with any interest or penalties thereon, is herein referred to as the "Excise TaxesTax"), the Company then Employer shall pay (either directly to the Executive such IRS as tax withholdings or to you as a reimbursement of any amount of taxes, interest and penalties paid by you to the IRS) both the Excise Tax and an additional cash payment(s) payment (hereinafter collectively called the a "Gross Gross-Up Payment") such that the net in an amount that will place you in the Executive same after-tax economic position that you would retain after deduction and/or have enjoyed if the payment or benefit had not been subject to the Excise Tax. The determination of any Excise Taxes on whether a Gross-Up Payment is due pursuant to the Paymentspreceding sentence, and any interest and/or penalties assessed if so the amount thereof, shall be made by Employer; provided, however, that if you disagree with Employer's determination, you shall have the right to require Employer to arrange for a second determination to be made by a nationally recognized law or accounting firm mutually agreeable to you and Employer (the "Tax Expert"), in which case the determination made by the Tax Expert, rather than by Employer, shall control. The Company will pay the fees and expenses of the Tax Expert in making the foregoing determinations, unless the calculation of the Gross-Up Payment made by the Tax Expert differs by less than 10% (plus or minus) from the calculation made by Employer, in which case you will pay such fees and expenses. Employer may, at its expense, consult with its outside tax counsel and its independent auditors, to the extent it deems appropriate, in making determinations pursuant to this paragraph 10(e). If, upon audit or other examination by the Internal Revenue Service (the "IRS") of your or the Company's federal income tax return (an "Audit"), the amount of the Excise Tax determined by the IRS is greater than an amount previously determined by Employer or the Tax Expert, as applicable, then Employer or the Tax Expert, as applicable, shall recalculate the amount of the Gross-Up Payment and shall be instructed to provide you with detailed support for its calculations. You shall promptly notify Employer of any IRS assertion during an Audit of your federal income tax return that an Excise Tax is due with respect to any payment or benefit, but you shall be under no obligation to defend against such claim by the IRS unless Employer requests, in writing, that you undertake the defense of such IRS claim at Employer's sole expense. In such event, Employer may elect to control the conduct to a final determination through counsel of its own choosing and at its sole expense, of any audit, administrative or judicial proceeding involving an asserted liability relating to the Excise TaxesTax, and taking into account you shall not settle, compromise or concede such asserted Excise Tax and shall cooperate with Employer in each phase of any contest. Notwithstanding the tax consequences foregoing provisions of this paragraph 10(e), if it shall be determined by Employer or the Tax Expert, as applicable, that you are entitled to a Gross-Up Payment, but that the aggregate value for purposes of determining if an Excise Tax is due and, if so, the amount thereof, of all additional cash payments and benefits to be provided to you under this Agreement do not exceed 110% of the greatest amount (the "Reduced Amount") that could be paid to you such that your receipt of such payments and benefits would not give rise to any Excise Tax, then no Gross-Up Payment shall be made by to you, and the Company pursuant payments and benefits to this Section 8be provided to you, in the aggregate, shall be equal reduced, in a manner to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and the amount thereof shall be based upon the opinion of counsel selected determined solely by the Executive and acceptable to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if anyyou, to the Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notificationReduced Amount.

Excise Taxes. (a) In the event that the independent public accountants of either of the Employers or the Internal Revenue Service determines that any payments made and/or benefits payment, coverage or benefit provided to the Executive under this Agreement (including, without limitation, pursuant hereto is subject to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any successor provision thereof or any interest or penalties incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise TaxesTax"), the Company Employers, within 30 days thereafter, shall pay to the Executive, in addition to any other payment, coverage or benefit due and owing hereunder, an amount determined by multiplying the rate of Excise Tax then imposed by Section 4999 by the amount of the "excess parachute payment" received by the Executive, determined without regard to any payments made to the Executive such additional cash payment(s) (hereinafter collectively called pursuant to this paragraph 2(f), and dividing the product so obtained by the amount obtained by subtracting the aggregate local, state and federal income and FICA and health insurance taxes applicable to the receipt by the Executive of the "Gross Up Payment") such that the net amount that the Executive would retain after deduction and/or payment of any Excise Taxes on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service with respect to the Excise Taxes, excess parachute payment" and taking into account the deductibility for federal income tax consequences purposes of all additional cash payments made the payment of state and local income taxes thereon (as affected by those provisions of the Company pursuant Code which act to this Section 8reduce the deductibility of itemized deductions), shall be equal to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and from the amount thereof shall be based upon obtained by subtracting from 1.00 the opinion rate of counsel selected Excise Tax then imposed by the Executive and acceptable to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company Section 4999 of the appropriate adjustments in Code, it being the Gross Up Payment intention of the parties hereto that the Executive's net after tax position (after taking into account any and all Excise Taxes, interest, interest or penalties and imposed with respect to such taxes) upon the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount receipt of the Gross Up Payment and the amount previously paid, if any, payments provided for by this Agreement be no less advantageous to the Executive by than the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company net after tax position to the Executive in one lump sum cash payment within ten (10) days following that would have obtained had Sections 280G and 4999 of the Code not been applicable to such notificationpayment.

Excise Taxes. (a) In the event it shall be determined that any payments made and/or benefits provided payment or distribution or any part thereof of any type to or for the benefit of the Executive under whether pursuant to this Agreement or any other agreement between Executive and the Company or 21st Century Fox, or any person or entity that acquires ownership or effective control of the Company or 21st Century Fox or ownership of a substantial portion of the assets of the Company or 21st Century Fox (including, without limitation, pursuant to within the Option and/or the Notice meaning of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes imposed by Section 4999 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”)) whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or any other plan or agreement (the "“Total Payments”) is or will be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Taxes"Tax”), then the Total Payments shall be reduced to the maximum amount that could be paid to the Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), if the net after-tax payment to the Executive after reducing the Executive’s Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax) payment to Executive without such reduction. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first the payment made pursuant to this Agreement and then to any other plan or agreement that triggers such Excise Tax, unless an alternative method of reduction is elected by Executive. 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 paragraph, including determinations as to whether the Total Payments to the Executive shall be reduced to the Safe Harbor Cap and the assumptions to be utilized in arriving at such determinations, shall be made by the outside accounting firm of the Company (the “Accounting Firm”). If the Accounting Firm determines that no Excise Tax is imposed on the Total Payments and it subsequently is established pursuant to a final determination of a court or an Internal Revenue Service proceeding which has been finally and conclusively resolved, that the Total Payments are in excess of the Safe Harbor Cap (hereinafter referred to as an “Excess Payment”), such Excess Payment shall be deemed for all purposes to be an overpayment to the Executive made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company on demand; provided, however, if the Executive shall be required to pay an Excise Tax by reason of receiving such Excess Payment (regardless of the obligation to repay the Company), the Executive shall not be required to repay the Excess Payment (and if Executive has already repaid such amount, the Company shall pay refund the Executive such additional cash payment(s) (hereinafter collectively called amount to Executive). This Section 8 shall supersede Section 10.4 of each of the "Gross Up Payment") such that the net amount that the Executive would retain after deduction and/or payment of any Excise Taxes on the PaymentsTwenty-First Century Fox, Inc. 2005 Long-Term Incentive Plan, as amended, and any interest and/or penalties assessed by the Internal Revenue Service with respect to the Excise TaxesTwenty-First Century Fox, and taking into account the tax consequences of all additional cash payments made by the Company pursuant to this Section 8, shall be equal to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and the amount thereof shall be based upon the opinion of counsel selected by the Executive and acceptable to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if any, to the Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notificationInc. 2013 Long-Term Incentive Plan.

Excise Taxes. (a) In Notwithstanding anything herein to the contrary, in the event that it is determined by the Company, or by the Internal Revenue Service (the “IRS”) pursuant to an IRS audit (an “Audit”) of Executive’s federal income tax return(s), that any payments made and/or benefits payment or benefit provided to the Executive under this Agreement (includinghereunder or otherwise, without limitation, pursuant would be subject to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes tax imposed by Section 4999 of the Internal Revenue Code of 1986Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any interest or penalties thereon, is herein referred to as amended (the "Code") (the "“Excise Taxes"Tax”), then the Company shall pay (either directly to the IRS as tax withholdings or to Executive such as a reimbursement of any amount of taxes, interest and penalties paid by Executive to the IRS) both the Excise Tax and an additional cash payment(spayment (a “Tax Neutralization Payment”) (hereinafter collectively called the "Gross Up Payment") such that the net in an amount that will place Executive in the same after-tax economic position that Executive would retain after deduction and/or have enjoyed if the payment of any Excise Taxes on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service with respect or benefit had not been subject to the Excise TaxesTax. The Company will consult with its outside tax counsel at its expense, and taking into account to the tax consequences extent it reasonably deems appropriate, in making determinations pursuant to the preceding sentence. The amount of all additional cash payments made the Tax Neutralization Payment shall be calculated by the Company pursuant to this Section 8, shall be equal to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and Company’s regular independent auditors based on the amount thereof shall be based upon of the opinion of counsel selected by the Executive and acceptable to the Company. Any such additional cash payment by the Company shall be Excise Tax paid by the Company to as determined by the Executive in one lump sum cash payment within thirty (30) days following Company or the date such opinion of counsel is renderedIRS. If such opinion is not accepted the amount of the Excise Tax determined by the Internal Revenue ServiceIRS is greater than an amount previously determined by the Company, then the Company’s auditors shall recalculate the amount of the Tax Neutralization Payment. The Company’s auditors shall provide Executive with detailed support for its calculations. The Company shall be responsible for the fees and expenses incurred by its auditors in making these calculations. Executive shall determine and promptly notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all IRS assertion during an Audit that an Excise TaxesTax is due with respect to any payment or benefit, interest, penalties and the tax consequences of all additional cash payments made but Executive shall be under no obligation to defend against such claim by the Company pursuant to this Section 8) and IRS unless the Company shall pay requests, in writing, that Executive undertake the Executive the difference between the final amount defense of such IRS claim on behalf of the Gross Up Payment Company and at the amount previously paidCompany’s sole expense. In such event, if anythe Company may elect to control the conduct to a final determination through counsel of its own choosing and at its sole expense, of any audit, administrative or judicial proceeding involving an asserted liability relating to the Excise Tax, and Executive by shall not settle, compromise or concede such asserted Excise Tax and shall cooperate with the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notificationeach phase of any contest.

Excise Taxes. (a) In the event it shall be determined that any payments payment made and/or benefits provided pursuant to the Executive under terms of this Agreement (includinga “Payment”), without limitation, pursuant is subject to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes tax imposed by Section 4999 of the Internal Revenue Code of 1986or any interest or penalties with respect to such excise tax (such excise tax, together with such interest and penalties, are collectively referred to as amended (the "Code") (the "“Excise TaxesTax"), the Company shall pay then the Executive such shall be entitled to receive an additional cash payment(s) payment (hereinafter collectively called the "Gross a “Gross-Up Payment"”) in an amount such that the net amount that after payment by the Executive would retain after deduction and/or payment of the Excise Tax, including any income tax (whether federal, state, or local), employment tax or Excise Taxes on Tax imposed upon the PaymentsGross-Up Payment, and any interest and/or penalties assessed by the Internal Revenue Service with respect Executive retains an amount of the Gross-Up Payment equal to the Excise Taxes, and taking into account the tax consequences of all additional cash payments made by the Company pursuant to this Section 8, shall be equal to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and the amount thereof shall be based Tax imposed upon the opinion of counsel selected by the Executive and acceptable to the CompanyPayment. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment Alliance Data shall, within thirty (30) days of receipt of a written request and appropriate documentation from Executive, pay the Gross-Up Payment to Executive. Notwithstanding the foregoing, Executive’s right to any Gross-Up Payment is contingent on Alliance Data’s receipt of a written request and appropriate documentation from Executive no less than 30 days before the last day of the calendar year next following the date calendar year in which Executive remits the related taxes to the applicable taxing authority. Should Alliance Data or its successor so request, Executive will appeal the taxing authority’s decision, provided that if Executive incurs legal fees or expenses in doing so, Alliance Data or its successor will promptly reimburse Executive for all such opinion fees upon receipt of counsel is renderedappropriate documentation from Executive. If The Company shall in any event pay any such opinion is not accepted by reimbursement no later than the Internal Revenue Service, then the Executive shall determine and notify the Company last day of the appropriate adjustments calendar year next following the calendar year in which the Gross Up Payment (taking into account any and all Excise Taxestaxes that are the subject of such contest are remitted to the applicable taxing authority, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount or where as a result of the Gross Up Payment audit or contest no taxes are remitted, the end of the calendar year next following the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution of the amount previously paid, if any, to the Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notificationcontest.

Excise Taxes. (a) In Notwithstanding anything herein to the contrary, in the event that it is determined by Employer, or by the Internal Revenue Service (the “IRS”) pursuant to an IRS audit (an “Audit”) of your federal income tax return(s), that any payments made and/or benefits payment or benefit provided to the Executive under this Agreement (includingyou hereunder or otherwise, without limitation, pursuant would be subject to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes tax imposed by Section 4999 of the Internal Revenue Code of 1986Code, as amended (the "Code") (the "Excise Taxes"), the Company shall pay the Executive such additional cash payment(s) (hereinafter collectively called the "Gross Up Payment") such that the net amount that the Executive would retain after deduction and/or payment of any Excise Taxes on the Payments, and or any interest and/or or penalties assessed by the Internal Revenue Service with respect to such excise tax (such excise tax, together with any interest or penalties thereon, is herein referred to as the “Excise Tax”), then Employer shall pay (either directly to the IRS as tax withholdings or to you as a reimbursement of any amount of taxes, interest and penalties paid by you to the IRS) both the Excise Taxes, Tax and taking into account the tax consequences of all additional cash payments made by the Company pursuant to this Section 8, shall be equal to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and the amount thereof shall be based upon the opinion of counsel selected by the Executive and acceptable to the Company. Any such an additional cash payment by (a “Gross-Up Payment”) in an amount that will place you in the Company shall be paid by same after-tax economic position that you would have enjoyed if the Company payment or benefit had not been subject to the Executive Excise Tax. Employer will consult with its outside tax counsel at its expense, to the extent it reasonably deems appropriate, in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company making determinations pursuant to this Section 8) and the Company shall pay the Executive the difference between the final preceding sentence. The amount of the Gross Gross-Up Payment and the amount previously paid, if any, to the Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be calculated by Employer’s regular independent auditors based on the amount of the Excise Tax paid by Employer as determined by Employer or the Company IRS. If the amount of the Excise Tax determined by the IRS is greater than an amount previously determined by Employer, Employer’s auditors shall recalculate the amount of the Gross-Up Payment. Employer’s auditors shall provide you with detailed support for its calculations. Employer shall be responsible for the fees and expenses incurred by its auditors in making these calculations. You shall promptly notify Employer of any IRS assertion during an Audit that an Excise Tax is due with respect to any payment or benefit, but you shall be under no obligation to defend against such claim by the IRS unless Employer requests, in writing, that you undertake the defense of such IRS claim on behalf of Employer and at Employer’s sole expense. In such event, Employer may elect to control the conduct to a final determination through counsel of its own choosing and at its sole expense, of any audit, administrative or judicial proceeding involving an asserted liability relating to the Executive Excise Tax, and you shall not settle, compromise or concede such asserted Excise Tax and shall cooperate with Employer in one lump sum cash payment within ten (10) days following such notificationeach phase of any contest.

Excise Taxes. (a) In the event that any payments made and/or benefits provided to the Executive under this Agreement (including, without limitation, pursuant to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as Exhibit AOptions) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (the "Excise TaxesEXCISE TAXES"), the Company shall pay the Executive such additional cash payment(s) (hereinafter collectively called the "Gross Up PaymentGROSS UP PAYMENT") such that the net amount that the Executive would retain after deduction and/or payment of any Excise Taxes on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service with respect to the Excise Taxes, and taking into account the tax consequences of all additional cash payments made by the Company pursuant to this Section 810, shall be equal to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and the amount thereof shall be based upon the opinion of counsel selected by the Executive and acceptable to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) 10) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if any, to the Executive by the Company pursuant to this Section 8 10 (hereinafter called the "Adjustment PaymentADJUSTMENT PAYMENT"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notification.

Excise Taxes. (a) In the event that you become entitled to payments under Section 2 of this Agreement, or as a result of the exercise, or acceleration of the exercisability, of stock options or performance awards, or the exercise of limited rights or other awards under the Company’s Long-Term Incentive Plan or any successor plan, or any other payments made and/or or benefits provided to received or treated as having been received by you in connection with a change in the Executive under this Agreement (including, without limitation, pursuant to ownership or effective control of the Option and/or Company or in the Notice ownership of Grant and Share Option Agreement attached hereto as Exhibit Aa substantial portion of its assets within the meaning of Section 280G(b)(2)(A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "“Code"”) (whether pursuant to the "terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in such a change or any person affiliated with the Company or such person) (“the Agreement Payments”), if any of the Agreement Payments will be subject to the tax (the “Excise Taxes")Tax”) imposed by Section 4999 of the Code, the Company shall pay to you on the Executive such fifth day following the Termination Date (or if your employment has not terminated, on the fifth day following the receipt of the Agreement Payment) an additional cash payment(s) amount (hereinafter collectively called the "Gross “Gross-Up Payment"”) such that the net amount that the Executive would retain retained by you after deduction and/or payment of any Excise Taxes Tax on the Payments, Agreement Payments and any interest and/or penalties assessed federal, state and local income tax and Excise Tax upon the payment provided for by the Internal Revenue Service with respect to the Excise Taxes, and taking into account the tax consequences of all additional cash payments made by the Company pursuant to this Section 811, shall be equal to the aggregate value of Agreement Payments. The determination For purposes of determining whether such payments or benefits of the types referred to in the preceding sentence are Agreement Payments and whether any of the Agreement Payments will be subject to the Excise Taxes are payable Tax and the amount thereof of such Excise Tax, (i) any such payments or benefits received or to be received by you shall be based upon treated as “parachute Mx. Xxxxxxxxxxx X. Klein 17 August 1, 2003 payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Executive PricewaterhouseCoopers LLP and acceptable to you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the Companymeaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Agreement Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Agreement Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (i), above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by PricewaterhouseCoopers LLP in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Any For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence on the Termination Date, net of the maximum reduction in federal income taxes which could be obtained from deduction of such additional cash state and local taxes. The Gross-Up Payment required in respect of Agreement Payments other than under Section 2 of this Agreement shall be payable whether or not your employment terminates. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of your termination of employment, you shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax and any interest or penalties in respect Mx. Xxxxxxxxxxx X. Klein 18 August 1, 2003 thereof is determined to exceed the amount taken into account hereunder (including by reason of any payment by the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall be paid by make an additional gross-up payment in respect of such excess (plus any interest or penalties payable with respect to such excess) at the time that the amount of such excess is finally determined. If this letter correctly sets forth our agreement on the subject matter hereof, please sign and return to the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion enclosed copy of counsel is renderedthis letter which will then constitute our agreement on this subject. If such opinion is not accepted by the Internal Revenue ServiceSincerely, then the Executive shall determine FORTUNE BRANDS, INC. By /s/ Mxxx X. Xxxxx Mxxx X. Xxxxx Senior Vice President, General Counsel and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant Secretary Agree to this Section 8) and the Company shall pay the Executive the difference between the final amount 26th day of the Gross Up Payment and the amount previously paidAugust, if any, to the Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment")2003. Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notification./s/ Cxxxxxxxxxx X. Xxxxx Cxxxxxxxxxx X. Xxxxx

Excise Taxes. (a) In the event If it is determined that any payments payment or distribution of any type to or for your benefit made and/or benefits provided to by the Executive under this Agreement Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets (including, without limitation, pursuant to within the Option and/or the Notice meaning of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes imposed by Section 4999 280G of the Internal Revenue Code of 1986, as amended amended, and the regulations thereunder (the "“Code"”)) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of an employment agreement or otherwise (the "Excise Taxes"“Total Payments”), would be subject to the Company excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then you shall pay the Executive such be entitled to receive an additional cash payment(spayment (an “Excise Tax Restoration Payment”) (hereinafter collectively called the "Gross Up Payment") such that the net in an amount that shall fund the Executive would retain after deduction and/or payment by you of any Excise Taxes Tax on the Total Payments, as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment, and any interest and/or or penalties assessed by the Internal Revenue Service imposed with respect to taxes on the Excise Taxes, and taking into account the tax consequences of all additional cash payments made by the Company pursuant to this Section 8, Tax Restoration Payment or any Excise Tax. The Excise Tax Restoration Payment shall be equal calculated applying the then highest marginal tax rates. Purely for illustrative purposes only, applying the current highest aggregate marginal tax rate of 45%, if you were subject to the aggregate value an Excise Tax of Payments. The determination of whether such $100,000 calculated before any Excise Taxes are payable and the amount thereof shall be based upon the opinion of counsel selected by the Executive and acceptable to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue ServiceTax Restoration Payment, then the Executive shall determine and notify aggregate Excise Tax Restoration Payment hereunder would be approximately $285,714. The Excise Tax Restoration Payment itself is subject to taxes at a marginal rate of 45% plus an Excise Tax at a rate of 20% which in the Company aggregate amounts to $185,714. Thus, after payment of the appropriate adjustments in $185,714 of taxes, the Gross Up remaining balance of $100,000 from the Excise Tax Restoration Payment (taking into account any and all would then be used by you to pay your original Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if any, to the Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notificationTax.

Excise Taxes. (a) In the event that Executive becomes entitled to payments under Section 2 of this Agreement, or as a result of the exercise, or acceleration of the exercisability, of stock options or performance awards, or the exercise of limited rights or other awards under the Company’s Long-Term Incentive Plan or any successor plan, or any other payments made and/or or benefits provided to received or treated as having been received by Executive in connection with a change in the Executive under this Agreement (including, without limitation, pursuant to ownership or effective control of the Option and/or Company or in the Notice ownership of Grant and Share Option Agreement attached hereto as Exhibit Aa substantial portion of its assets within the meaning of Section 280G(b)(2)(A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "“Code"”) (whether pursuant to the "terms of this Agreement, the Severance Agreement, or any other plan, arrangement or agreement with the Company, any person whose actions result in such a change or any person affiliated with the Company or such person) (“the Agreement Payments”), if any of the Agreement Payments will be subject to the tax (the “Excise Taxes")Tax”) imposed by Section 4999 of the Code, the Company shall pay to Executive an additional amount (the Executive such additional cash payment(s) (hereinafter collectively called the "Gross “Gross-Up Payment"”) such that the net amount that the retained by Executive would retain after deduction and/or payment of any Excise Taxes Tax on the Payments, Agreement Payments and any interest and/or penalties assessed federal, state and local income tax and Excise Tax upon the payment provided for by the Internal Revenue Service with respect to the Excise Taxes, and taking into account the tax consequences of all additional cash payments made by the Company pursuant to this Section 810, shall be equal to the aggregate value of Agreement Payments. The determination If Executive’s employment has terminated, such Gross-Up Payment shall be made on the eighth day following Executive’s termination; provided that any portion of the Gross-Up Payment that relates to Agreement Payments made pursuant to Section 2 of this Agreement or severance pay benefits under the Severance Agreement may not be made earlier than the date specified in Section 2(h), if applicable; and further provided that Executive has delivered (and has not revoked) an executed release of claims in the form attached to this Agreement as Exhibit A (as such release is updated from time to time to reflect legal requirements). If Executive’s employment has not terminated, the Gross-up Payment shall be made on the fifth day following Executive’s receipt of the Agreement Payment. For purposes of determining whether such payments or benefits of the types referred to above are Agreement Payments and whether any of the Agreement Payments will be subject to the Excise Taxes are payable Tax and the amount thereof of such Excise Tax, (i) any such payments or benefits received or to be received by Executive shall be based upon treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by one of the Executive “Big 4” independent registered public accounting firms and acceptable to Executive such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the Companymeaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Agreement Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Agreement Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (i), above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by one of the “Big 4” independent registered public accounting firms in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Any Notwithstanding the foregoing provisions of this Section 10, if it shall be determined that Executive is entitled to the Gross-Up Payment, but that the value of the Agreement Payments does not exceed 330% of the base amount (as defined in Section 280G(d)(3) of the Code), then, subject to the following sentence, no Gross-Up Payment shall be made to Executive and the amounts payable under this Agreement shall be reduced so that the value of the Agreement Payments, in the aggregate, equals one dollar less than 300% of the base amount. The reduction described in the preceding sentence shall apply only if the value of the reduction is equal to or less than 30% of the Executive’s base salary as of the Change in Control; otherwise there shall be no reduction and the Executive will be entitled to the Gross-Up Payment. To the extent applicable, the reduction in Agreement Payments contemplated by this Section shall be implemented by reducing the Agreement Payments in the following order: (I) the additional pension benefit payable pursuant to Section 2(d), (II) the additional benefit payable pursuant to Section 2(e), (III) Gross-Up Payments determined under this Section 10, (IV) cash severance benefits payable pursuant to Section 2(b), and (V) cash severance benefits payable pursuant to the Severance Agreement. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive’s residence on the Termination Date, net of the maximum reduction in federal income taxes which could be obtained from deduction of such additional cash state and local taxes. The Gross-Up Payment required in respect of Agreement Payments other than under Section 2 of this Agreement and severance pay provided under the Severance Agreement shall be payable whether or not Executive’s employment terminates. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of Executive’s termination of employment, the Executive shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by him if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax and any interest or penalties in respect thereof is determined to exceed the amount taken into account hereunder (including by reason of any payment by the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall be paid by make an additional gross-up payment in respect of such excess (plus any interest or penalties payable with respect to such excess) at the Company to time that the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if any, to the Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notificationexcess is finally determined.

Excise Taxes. (a) In If any payment or benefit, or the event that acceleration of any payments made and/or benefits provided to payment or benefit, the Executive would receive from the Company under this Agreement or otherwise in connection with a Change in Control of the Company (includingcollectively, without limitation, pursuant the “Payments”) would be subject to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (the "“Excise Taxes"Tax”), then either (a) such Payments will be reduced or delayed by the Company minimum amount necessary such that no portion of the Payments is subject to the Excise Tax, or (b) the full amount of the Payments shall pay be made, whichever, after taking into account all applicable taxes, including the Excise Tax, results in the Executive's receipt, on an after-tax basis, of the greater amount. If a reduction or delay in the Payments is necessary, such reduction or delay will occur in the following order: (1) cancellation of accelerated vesting of stock and option awards (reduced from the highest value to the lowest value under Section 280G of the Code) with the understanding that such awards may be replaced with the right to an equivalent cash payment at such future time because of the delisting of the underlying stock; (2) reduction or delay of cash payments (reduced from the latest payment to the earliest payment); and (3) reduction of other benefits payable to the Executive such additional cash payment(s) (hereinafter collectively called reduced from the "Gross Up Payment") such that highest value to the net amount that lowest value under Section 280G of the Executive would retain after deduction and/or payment of any Excise Taxes on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service Code). The Company will select a reputable third party professional firm to make all determinations required to be made under this provision. The Company will bear all reasonable expenses with respect to the Excise Taxesdeterminations by such firm required to be made hereunder. For the avoidance of doubt, and taking into account the tax consequences of all additional cash payments made by neither the Company pursuant nor any of its affiliates shall have any obligation to this Section 8indemnify, shall be equal to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and the amount thereof shall be based upon the opinion of counsel selected by gross-up or otherwise pay or reimburse the Executive and acceptable for any Excise Tax assessed on any payment or benefit made or provided, or required to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if anyor provided, to the Executive by the Company pursuant to under this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notificationAgreement or otherwise.

Excise Taxes. (a) In the event that any payments made and/or benefits provided to the Executive under this Agreement (including, without limitation, pursuant to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as Exhibit AOptions) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (the "Excise Taxes"), the Company shall pay the Executive such additional cash payment(s) (hereinafter collectively called the "Gross Up Payment") such that the net amount that the Executive would retain after deduction and/or payment of any Excise Taxes on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service with respect to the Excise Taxes, and taking into account the tax consequences of all additional cash payments made by the Company pursuant to this Section 810, shall be equal to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and the amount thereof shall be based upon the opinion of counsel selected by the Executive and acceptable to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) 10) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if any, to the Executive by the Company pursuant to this Section 8 10 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notification.

Excise Taxes. (a) In the event that the independent public accountants of either of the Employers or the Internal Revenue Service determines that any payments made and/or benefits payment, coverage or benefit provided to the Executive under this Agreement (including, without limitation, pursuant hereto is subject to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any successor provision thereof or any interest or penalties incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise TaxesTax"), the Company Employers, within 30 days thereafter, shall pay to the Executive, in addition to any other payment, coverage or benefit due and owing hereunder, an amount determined by multiplying the rate of Excise Tax then imposed by Section 4999 by the amount of the "excess parachute payment" received by the Executive, determined without regard to any payments made to the Executive such additional cash payment(s) (hereinafter collectively called pursuant to this paragraph 2(f), and dividing the product so obtained by the amount obtained by subtracting the aggregate local, state and federal income and FICA and health insurance taxes applicable to the receipt by the Executive of the "Gross Up Payment") such that the net amount that the Executive would retain after deduction and/or payment of any Excise Taxes on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service with respect to the Excise Taxes, excess parachute payment" and taking into account the deductibility for federal income tax consequences purposes of all additional cash payments made the payment of state and local income taxes thereon (as affected by those provisions of the Company pursuant Code which act to this Section 8reduce the deductibility of itemized deductions), shall be equal to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and from the amount thereof shall be based upon obtained by subtracting from 1.00 the opinion rate of counsel selected Excise Tax then imposed by the Executive and acceptable to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company Section 4999 of the appropriate adjustments in Code, it being the Gross Up Payment intention of the parties hereto that the Executive's net after tax position (after taking into account any and all Excise Taxes, interest, interest or penalties and imposed with respect to such taxes) upon the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount receipt of the Gross Up Payment and the amount previously paid, if any, payments provided for by this Agreement be no less advantageous to the Executive by than the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company net after tax position to the Executive in one lump sum cash payment within ten (10) days following that would have been obtained had Sections 280G and 4999 of the Code not been applicable to such notificationpayment.

Excise Taxes. (a) In If any payment or benefit, or the event that acceleration of any payments made and/or benefits provided to payment or benefit, the Executive would receive from the Company under this Agreement or otherwise in connection with a Change in Control of Crown (includingcollectively, without limitation, pursuant the “Payments”) would be subject to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (the "“Excise Taxes"Tax”), then either (a) such Payments will be reduced or delayed by the Company minimum amount necessary such that no portion of the Payments is subject to the Excise Tax, or (b) the full amount of the Payments shall pay be made, whichever, after taking into account all applicable taxes, including the Excise Tax, results in the Executive’s receipt, on an after-tax basis, of the greater amount. If a reduction or delay in the Payments is necessary, such reduction or delay will occur in the following order: (1) cancellation of accelerated vesting of stock and option awards (reduced from the highest value to the lowest value under Section 280G of the Code) with the understanding that such awards may be replaced with the right to an equivalent cash payment at such future time because of the delisting of the underlying stock; (2) reduction or delay of cash payments (reduced from the latest payment to the earliest payment); and (3) reduction of other benefits payable to the Executive such additional cash payment(s) (hereinafter collectively called reduced from the "Gross Up Payment") such that highest value to the net amount that lowest value under Section 280G of the Executive would retain after deduction and/or payment of any Excise Taxes on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service Code). The Company will select a reputable third party professional firm to make all determinations required to be made under this provision. The Company will bear all reasonable expenses with respect to the Excise Taxesdeterminations by such firm required to be made hereunder. For the avoidance of doubt, and taking into account the tax consequences of all additional cash payments made by neither the Company pursuant nor any of its affiliates shall have any obligation to this Section 8indemnify, shall be equal to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and the amount thereof shall be based upon the opinion of counsel selected by gross-up or otherwise pay or reimburse the Executive and acceptable for any Excise Tax assessed on any payment or benefit made or provided, or required to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if anyor provided, to the Executive by the Company pursuant to under this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notificationAgreement or otherwise.

Excise Taxes. (a) In the event that Executive becomes entitled to payments under Section 2 of this Agreement, or as a result of the exercise, or acceleration of the exercisability, of stock options or performance awards, or the exercise of limited rights or other awards under the Company’s Long-Term Incentive Plan or any successor plan, or any other payments made and/or or benefits provided to received or treated as having been received by Executive in connection with a change in the Executive under this Agreement (including, without limitation, pursuant to ownership or effective control of the Option and/or Company or in the Notice ownership of Grant and Share Option Agreement attached hereto as Exhibit Aa substantial portion of its assets within the meaning of Section 280G(b)(2)(A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "“Code"”) (whether pursuant to the "terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in such a change or any person affiliated with the Company or such person) (“the Agreement Payments”), if any of the Agreement Payments will be subject to the tax (the “Excise Taxes")Tax”) imposed by Section 4999 of the Code, the Company shall pay to Executive, if his employment has terminated, on the eighth day following the date the Executive delivers (and does not revoke) an executed release of claims in the form attached to this Agreement as Exhibit A (as such additional cash payment(srelease is updated from time to time to reflect legal requirements) (hereinafter collectively called or if Executive’s employment has not terminated, on the "Gross fifth day following the receipt of the Agreement Payment) an additional amount (the “Gross-Up Payment"”) such that the net amount that the retained by Executive would retain after deduction and/or payment of any Excise Taxes Tax on the Payments, Agreement Payments and any interest and/or penalties assessed federal, state and local income tax and Excise Tax upon the payment provided for by the Internal Revenue Service with respect to the Excise Taxes, and taking into account the tax consequences of all additional cash payments made by the Company pursuant to this Section 810, shall be equal to the aggregate value of Agreement Payments. The determination For purposes of determining whether such payments or benefits of the types referred to in the preceding sentence are Agreement Payments and whether any of the Agreement Payments will be subject to the Excise Taxes are payable Tax and the amount thereof of such Excise Tax, (i) any such payments or benefits received or to be received by Executive shall be based upon treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by one of the Executive “Big 4” independent registered public accounting firms and acceptable to Executive such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the Companymeaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Agreement Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Agreement Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (i), above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by one of the “Big 4” independent registered public accounting firms in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Any Notwithstanding the foregoing provisions of this Section 10, if it shall be determined that Executive is entitled to the Gross-Up Payment, but that the value of the Agreement Payments does not exceed 330% of the base amount (as defined in Section 280G(d)(3) of the Code), then, subject to the following sentence, no Gross-Up Payment shall be made to Executive and the amounts payable under this Agreement shall be reduced so that the value of the Agreement Payments, in the aggregate, equals one dollar less than 300% of the base amount. The reduction described in the preceding sentence shall apply only if the value of the reduction is equal to or less than 30% of the Executive’s base salary as of the Change in Control; otherwise there shall be no reduction and the Executive will be entitled to the Gross-Up Payment. The reduction of the amounts payable under this Agreement, if applicable, shall be made in such additional cash a manner as to maximize the value of all Agreement Payments actually made to Executive. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive’s residence on the Termination Date, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The Gross-Up Payment required in respect of Agreement Payments other than under Section 2 of this Agreement shall be payable whether or not Executive’s employment terminates. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of Executive’s termination of employment, the Executive shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by him if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax and any interest or penalties in respect thereof is determined to exceed the amount taken into account hereunder (including by reason of any payment by the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall be paid by make an additional gross-up payment in respect of such excess (plus any interest or penalties payable with respect to such excess) at the Company to time that the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if any, to the Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notificationexcess is finally determined.

Excise Taxes. (a) In the event it shall be determined that any payments made and/or benefits provided payment or distribution or any part thereof of any type to or for the benefit of the Executive under whether pursuant to this Agreement or any other agreement between Executive and the Company or 21st Century Fox, or any person or entity that acquires ownership or effective control of the Company or 21st Century Fox or ownership of a substantial portion of the assets of the Company or 21st Century Fox (including, without limitation, within the meaning of Section 280G of the Code) whether paid or payable or distributed or distributable pursuant to the Option and/or terms of this Agreement or any other plan or agreement (the Notice of Grant and Share Option Agreement attached hereto as Exhibit A“Total Payments”) (hereinafter called the "Payments") are is or will be subject to any the excise taxes, including, without limitation, excise taxes tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be reduced to the maximum amount that could be paid to the Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), if the net after-tax payment to the Executive after reducing the Executive’s Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax) payment to Executive without such reduction. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first the payment made pursuant to this Agreement and then to any other plan or agreement that triggers such Excise Tax, unless an alternative method of reduction is elected by Executive. 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 paragraph, including determinations as to whether the Total Payments to the Executive shall be reduced to the Safe Harbor Cap and the assumptions to be utilized in arriving at such determinations, shall be made by the outside accounting firm of the Company (the “Accounting Firm”). If the Accounting Firm determines that no Excise Tax is imposed on the Total Payments and it subsequently is established pursuant to a final determination of a court or an Internal Revenue Code Service proceeding which has been finally and conclusively resolved, that the Total Payments are in excess of 1986the Safe Harbor Cap (hereinafter referred to as an “Excess Payment”), as amended such Excess Payment shall be deemed for all purposes to be an overpayment to the Executive made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company on demand; provided, however, if the Executive shall be required to pay an Excise Tax by reason of receiving such Excess Payment (regardless of the "Code") obligation to repay the Company), the Executive shall not be required to repay the Excess Payment (the "Excise Taxes")and if Executive has already repaid such amount, the Company shall pay the Executive such additional cash payment(s) (hereinafter collectively called the "Gross Up Payment") such that the net amount that the Executive would retain after deduction and/or payment of any Excise Taxes on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service with respect to the Excise Taxes, and taking into account the tax consequences of all additional cash payments made by the Company pursuant to this Section 8, shall be equal to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and refund the amount thereof to Executive). This Section 19 shall be based upon the opinion of counsel selected by the Executive and acceptable to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company supersede Section 10.4 of the appropriate adjustments in the Gross Up Payment (taking into account any 21st Century Fox 2005 Long-Term Incentive Plan and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount 10.4 of the Gross Up Payment and the amount previously paid, if any, to the Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notification21st Century Fox 2013 Long-Term Incentive Plan.

Excise Taxes. (a) In If any payment or benefit, or the event that acceleration of any payments made and/or benefits provided to payment or benefit, the Executive would receive from the Company under this Agreement or otherwise in connection with a Change in Control of the Company (includingcollectively, without limitation, pursuant the “Payments”) would be subject to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (the "“Excise Taxes"Tax”), then either (a) such Payments will be reduced or delayed by the Company minimum amount necessary such that no portion of the Payments is subject to the Excise Tax, or (b) the full amount of the Payments shall pay be made, whichever, after taking into account all applicable taxes, including the Excise Tax, results in the Executive's receipt, on an after-tax basis, of the greater amount. If a reduction or delay in the Payments is necessary, such reduction or delay will occur in the following order: (1) cancellation of accelerated vesting of stock and option awards (reduced from the highest value to the lowest value under Section 280G of the Code) with the understanding that such awards may be replaced with the right to an equivalent cash payment at such future time because of the delisting of the underlying stock; (2) reduction or delay of cash payments (reduced from the latest payment to the earliest payment); and (3) reduction of other benefits payable to the Executive such additional cash payment(s) (hereinafter collectively called reduced from the "Gross Up Payment") such that highest value to the net amount that lowest value under Section 280G of the Executive would retain after deduction and/or payment of any Excise Taxes on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service Code). The Company will select a reputable third party professional firm to make all determinations required to be made under this provision. The Company will bear all reasonable expenses with respect to the Excise Taxesdeterminations by such firm required to be made hereunder. For the avoidance of doubt, and taking into account the tax consequences of all additional cash payments made by neither the Company pursuant nor any of its affiliates shall have any obligation to this Section 8indemnify, shall be equal to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and the amount thereof shall be based upon the opinion of counsel selected by gross-up or otherwise pay or reimburse the Executive and acceptable for any Excise Tax assessed on any payment or benefit made or provided, or required to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if anyor provided, to the Executive by the Company pursuant to under this Section 8 (hereinafter called Agreement or otherwise.” Other than as modified by this Amendment, the "Adjustment Payment"). Any such Adjustment Payment Agreement is ratified and affirmed in all respects, and shall be paid by the Company remain in full force and effect subject to the Executive in one lump sum cash payment within ten (10) days following such notificationterms thereof.

Excise Taxes. (a) In the event that any the aggregate of all payments or benefits made and/or benefits or provided to to, or that may be made or provided to, the Executive under this Agreement and under all other plans, programs and arrangements of the Company (includingthe "AGGREGATE PAYMENT") is determined to constitute a "parachute payment," as such term is defined in Section 280G(b)(2) of the Code, without limitation, pursuant the Company shall pay to the Option and/or Executive, prior to the Notice of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to time any excise taxes, including, without limitation, excise taxes tax imposed by Section 4999 of the Internal Revenue Code ("EXCISE TAX") is payable with respect to such Aggregate Payment, an additional amount which, after the imposition of 1986all income and excise taxes thereon, as amended is equal to the Excise Tax on the Aggregate Payment. The determination of whether the Aggregate Payment constitutes a parachute payment and, if so, the amount to be paid to the Executive and the time of payment pursuant to this Section 2(h) shall be made by an independent auditor (the "CodeAUDITOR") (jointly selected by the "Company and the Executive and paid by the Company. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of the Company or any affiliate thereof. If the Executive and the Company cannot agree on the firm to serve as the Auditor, then the Executive and the Company shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of the Executive's Excise Taxes")Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to the Executive under this Section 2(h) has been made, the Company shall pay to the Executive an additional amount with respect to such additional cash payment(s) Excise Tax (hereinafter collectively called the "Gross Up Payment") such that the net amount that the Executive would retain after deduction and/or payment of any Excise Taxes on the Payments, and any interest and/or and penalties assessed thereon) at the time and in the amount determined by the Internal Revenue Service Auditor so as to make the Executive whole, on an after-tax basis, with respect to such Excise Tax (and any interest and penalties thereon) and such additional amount paid by the Company. In the event the amount of the Executive's Excise Tax liability is subsequently determined to be less than the Excise TaxesTax liability with respect to which an initial payment to the Executive has been made, and taking into account the tax consequences Executive shall, as soon as practical after the determination is made, pay to the Company the amount of all additional cash payments made the overpayment by the Company pursuant to this Section 8Company, shall be equal to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and reduced by the amount thereof shall be based upon the opinion of counsel selected any relevant taxes already paid by the Executive and acceptable not refundable, all as determined by the Auditor. The Executive and the Company shall cooperate with each other in connection with any proceeding or claim relating to the Company. Any such additional cash payment existence or amount of liability for Excise Tax, and all expenses incurred by the Company Executive in connection therewith shall be paid by the Company to promptly upon notice of demand from the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if any, to the Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notificationExecutive.

Excise Taxes. (a) In the event that any the aggregate of all payments or benefits made and/or benefits or provided to the Executive Linexxxxxx xx connection with a Change in Control under this Agreement and under all other plans and programs of Sensormatic (includingthe "Aggregate Payment") is determined to constitute a Parachute Payment, without limitationas such term is defined in Section 280G(b)(2) of the Internal Revenue Code, pursuant as amended, or any successor provision, Sensormatic shall pay to Linexxxxxx, xxior to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to time any excise taxes, including, without limitation, excise taxes tax imposed by Section 4999 of the Internal Revenue Code of 1986Code, as amended amended, or any successor provision (the "Code") (the "Excise TaxesTax"), the Company shall pay the Executive such additional cash payment(s) (hereinafter collectively called the "Gross Up Payment") such that the net amount that the Executive would retain after deduction and/or payment of any Excise Taxes on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service is payable with respect to such Aggregate Payment, an additional amount which, after the Excise Taxes, and taking into account the tax consequences imposition of all additional cash payments made by the Company pursuant to this Section 8income and excise taxes thereon, shall be is equal to the aggregate value of PaymentsExcise Tax on the Aggregate Payment. The determination of whether such Excise Taxes are payable and the Aggregate Payment constitutes a Parachute Payment and, if so, the amount thereof to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 shall be based upon made by an independent auditor (the opinion of counsel "Auditor") jointly selected by Sensormatic and Linexxxxxx xxx paid by Sensormatic. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the Executive two years preceding the date of its selection, acted in any way on behalf of Sensormatic or any affiliate thereof. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Auditor, then Linexxxxxx xxx Sensormatic shall each select one nationally recognized United States accounting firm and acceptable those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of Linexxxxxx'x Xxxise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer this Section 10 has been made, Sensormatic shall pay to Linexxxxxx xx additional amount with respect to such additional Excise Tax (and any interest and penalties thereon) at the time that the amount of the actual Excise Tax liability is finally determined, such additional amount to be calculated in the same manner as such initial payment. Linexxxxxx xxx Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating to the Company. Any existence or amount of liability for Excise Tax, and all expenses relating to any such additional cash payment Proceeding (including all reasonable attorney's fees and other expenses incurred by the Company Linexxxxxx xx connection therewith) shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion Sensormatic promptly upon notice of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if any, to the Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notificationdemand from Linexxxxxx.

Excise Taxes. (a) In the event that Notwithstanding any other provisions of this Agreement, if any payments or distributions in the nature of compensation are made and/or benefits provided to or for the benefit of the Executive in connection with the Merger or any other transaction contemplated under the Merger Agreement, whether paid or payable pursuant to this Agreement or otherwise (including the vesting of stock options, the lapse of restrictions on restricted stock and any other events that result in a “payment in the nature of compensation” within the meaning of Section 280G of the Code), that are characterized as “excess parachute payments” (as defined in Section 280G(b)(1) of the Code or any successor provision), then the Company shall pay to the Executive under this Agreement an additional amount (including, without limitation, pursuant the “Gross-Up Payment”) equal to the Option and/or excise taxes imposed by Section 4999 of the Notice of Grant Code, or any successor provision, on the Executive’s excess parachute payments (the “Parachute Tax”) plus an amount equal to the federal and Share Option Agreement attached hereto as Exhibit A(if applicable) (hereinafter called the "Payments") are subject to any state income and excise taxes, including, without limitation, excise FICA and Medicare taxes imposed or other taxes that will be payable by Section 4999 the Executive as a result of this additional payment. Notwithstanding anything to the Internal Revenue Code of 1986, as amended (the "Code") (the "Excise Taxes")contrary in this Agreement, the Company shall pay the Gross-Up Payment to the Executive no later than the end of the calendar year following the calendar year in which the related Parachute Tax is remitted to the relevant taxing authorities. In the event a Change in Control occurs after the Effective Date and no stock of the Company is tradable on an established securities market or otherwise immediately before such additional cash payment(sChange in Control (within the meaning of Section 280G(b)(5)(A)(ii) (hereinafter collectively called of the "Gross Up Payment") such that Code), then to the net amount extent that the Executive would retain after deduction and/or otherwise be eligible to receive any excess parachute payment of any Excise Taxes on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service with respect that would be subject to the Excise TaxesParachute Tax in connection with such Change in Control, and taking into account the tax consequences of all additional cash payments made by the Company pursuant to this Section 8, shall be equal to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and the amount thereof shall be based upon the opinion of counsel selected by the Executive and acceptable to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify agree to execute a waiver of a portion of the excess parachute payments such that all nonwaived payments would not be subject to the Parachute Tax; provided that the Company agrees to seek, but shall not be required to obtain, approval from its shareholders in a manner that complies with Section 280G(b)(5)(B) of the appropriate adjustments in Code and Treasury Regulation Section 1.280G-1 such that if such shareholder approval is obtained the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash waived payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if any, to the Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notificationrestored.

Excise Taxes. (a) In the event that any the aggregate of all payments or ------------ benefits made and/or benefits or provided to the Executive in connection with a Change in Control under this Agreement and under all other plans and programs of Sensormatic (includingthe "Aggregate Payment") is determined to constitute a Parachute Payment, without limitationas such term is defined in Section 280G(b)(2) of the Internal Revenue Code, pursuant as amended, or any successor provision, Sensormatic shall pay to Executive, prior to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to time any excise taxes, including, without limitation, excise taxes tax imposed by Section 4999 of the Internal Revenue Code of 1986Code, as amended amended, or any successor provision (the "Code") (the "Excise TaxesTax"), the Company shall pay the Executive such additional cash payment(s) (hereinafter collectively called the "Gross Up Payment") such that the net amount that the Executive would retain after deduction and/or payment of any Excise Taxes on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service is payable with respect to such Aggregate Payment, an additional amount which, after the Excise Taxes, and taking into account the tax consequences imposition of all additional cash payments made by the Company pursuant to this Section 8income and excise taxes thereon, shall be is equal to the aggregate value of PaymentsExcise Tax on the Aggregate Payment. The determination of whether such Excise Taxes are payable the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to Executive and the amount thereof time of payment pursuant to this Section 12 shall be based upon made by an independent auditor (the opinion of counsel "Auditor") jointly selected by the Sensormatic and Executive and acceptable paid by Sensormatic. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of Sensormatic or any affiliate thereof. If Executive and Sensormatic cannot agree on the firm to serve as the Auditor, then Executive and Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of Executive's Excise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to Executive under this Section 12 has been made, Sensormatic shall pay to Executive an additional amount with respect to such additional Excise Tax (and any interest and penalties thereon) at the time that the amount of the actual Excise Tax liability is finally determined, such additional amount to be calculated in the same manner as such initial payment. Executive and Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating to the Company. Any existence or amount of liability for Excise Tax, and all expenses relating to any such additional cash payment Proceeding (including all reasonable attorney's fees and other expenses incurred by the Company Executive in connection therewith) shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion Sensormatic promptly upon notice of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if any, to the Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notificationdemand from Executive.

Excise Taxes. (a) In the event it shall be determined that any payments made and/or benefits provided payment or distribution or any part thereof of any type to or for the benefit of the Executive under whether pursuant to this Agreement or any other agreement between Executive and the Company or News Corp, or any person or entity that acquires ownership or effective control of the Company or News Corp or ownership of a substantial portion of the assets of the Company or News Corp (including, without limitation, pursuant to within the Option and/or the Notice meaning of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes imposed by Section 4999 280G of the Internal Revenue Code of 1986, as amended (the "Code")) whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or any other plan or agreement (the "Total Payments") is or will be subject to the excise tax imposed by Section 4999 of the Code (the "Excise TaxesTax"), then the Total Payments shall be reduced to the maximum amount that could be paid to the Executive without giving rise to the Excise Tax (the "Safe Harbor Cap"), if the net after-tax payment to the Executive after reducing the Executive's Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax) payment to Executive without such reduction. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first the payment made pursuant to this Agreement and then to any other plan or agreement that triggers such Excise Tax, unless an alternative method of reduction is elected by Executive. 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 paragraph, including determinations as to whether the Total Payments to the Executive shall be reduced to the Safe Harbor Cap and the assumptions to be utilized in arriving at such determinations, shall be made by the outside accounting firm of the Company (the "Accounting Firm"). If the Accounting Firm determines that no Excise Tax is imposed on the Total Payments and it subsequently is established pursuant to a final determination of a court or an Internal Revenue Service proceeding which has been finally and conclusively resolved, that the Total Payments are in excess of the Safe Harbor Cap (hereinafter referred to as an "Excess Payment"), such Excess Payment shall be deemed for all purposes to be an overpayment to the Executive made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company on demand; provided, however, if the Executive shall be required to pay an Excise Tax by reason of receiving such Excess Payment (regardless of the obligation to repay the Company), the Executive shall not be required to repay the Excess Payment (and if Executive has already repaid such amount, the Company shall pay refund the Executive such additional cash payment(s) (hereinafter collectively called amount to Executive). This Section 9 shall supersede Section 10.4 of the "Gross Up Payment") such that News Corp 2005 Long-Term Incentive Plan. In all other respects, the net amount that Employment Agreement shall remain in full force and effect. This amendment may be executed by either of the Executive would retain after deduction and/or payment parties hereto in counterparts, each of any Excise Taxes on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service with respect to the Excise Taxes, and taking into account the tax consequences of all additional cash payments made by the Company pursuant to this Section 8, which shall be equal deemed to the aggregate value of Payments. The determination of whether be an original amendment, but all such Excise Taxes are payable counterparts shall together constitute one and the amount thereof shall be based upon the opinion of counsel selected by the Executive and acceptable to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if any, to the Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notificationsame instrument.

Excise Taxes. (a) In the event that any the aggregate of all payments or benefits made and/or benefits or provided to the Executive Assaf in connection with a Change in Control under this Agreement and under all other plans and programs of Sensormatic (includingthe "Aggregate Payment") is determined to constitute a Parachute Payment, without limitationas such term is defined in Section 280G(b)(2) of the Internal Revenue Code, pursuant as amended, or any successor provision, Sensormatic shall pay to Assaf, prior to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to time any excise taxes, including, without limitation, excise taxes tax imposed by Section 4999 of the Internal Revenue Code of 1986Code, as amended amended, or any successor provision (the "Code") (the "Excise TaxesTax"), the Company shall pay the Executive such additional cash payment(s) (hereinafter collectively called the "Gross Up Payment") such that the net amount that the Executive would retain after deduction and/or payment of any Excise Taxes on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service is payable with respect to such Aggregate Payment, an additional amount which, after the Excise Taxes, and taking into account the tax consequences imposition of all additional cash payments made by the Company pursuant to this Section 8income and excise taxes thereon, shall be is equal to the aggregate value of PaymentsExcise Tax on the Aggregate Payment. The determination of whether such Excise Taxes are payable the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to Assaf and the amount thereof shall be based upon the opinion time of counsel selected by the Executive and acceptable to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if any, to the Executive by the Company pursuant to this Section 8 shall be made by an independent auditor (hereinafter called the "Adjustment PaymentAuditor")) jointly selected by Sensormatic and Assaf and paid by Sensormatic. Any such Adjustment Payment The Auditor shall be paid by a nationally recognized United States public accounting firm which has not, during the Company two years preceding the date of its selection, acted in any way on behalf of Sensormatic or any affiliate thereof. If Assaf and Sensormatic cannot agree on the firm to serve as the Auditor, then Assaf and Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of Assaf's Excise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to Assaf under this Section 8 has been made, Sensormatic shall pay to Assaf an additional amount with respect to such additional Excise Tax (and any interest and penalties thereon) at the time that the amount of the actual Excise Tax liability is finally determined, such additional amount to be calculated in the same manner as such initial payment. Assaf and Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or proceeding (collectively, "Proceeding") relating to the Executive in one lump sum cash payment within ten existence or amount of liability for Excise Tax, and all expenses relating to any such Proceeding (10) days following such notification.including all reasonable attorney's fees and other

Excise Taxes. (a) In If any payment or benefit, or the event that acceleration of any payments made and/or benefits provided to payment or benefit, the Executive would receive from the Company under this Agreement or otherwise in connection with a Change in Control of the Company (includingcollectively, without limitation, pursuant the “Payments”) would be subject to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as Exhibit A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (the "“Excise Taxes"Tax”), then either (a) such Payments will be reduced or delayed by the Company minimum amount necessary such that no portion of the Payments is subject to the Excise Tax, or (b) the full amount of the Payments shall pay be made, whichever, after taking into account all applicable taxes, including the Excise Tax, results in the Executive’s receipt, on an after-tax basis, of the greater amount. If a reduction or delay in the Payments is necessary, such reduction or delay will occur in the following order: (1) cancellation of accelerated vesting of stock and option awards (reduced from the highest value to the lowest value under Section 280G of the Code) with the understanding that such awards may be replaced with the right to an equivalent cash payment at such future time because of the delisting of the underlying stock; (2) reduction or delay of cash payments (reduced from the latest payment to the earliest payment); and (3) reduction of other benefits payable to the Executive such additional cash payment(s) (hereinafter collectively called reduced from the "Gross Up Payment") such that highest value to the net amount that lowest value under Section 280G of the Executive would retain after deduction and/or payment of any Excise Taxes on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service Code). The Company will select a reputable third party professional firm to make all determinations required to be made under this provision. The Company will bear all reasonable expenses with respect to the Excise Taxesdeterminations by such firm required to be made hereunder. For the avoidance of doubt, and taking into account the tax consequences of all additional cash payments made by neither the Company pursuant nor any of its affiliates shall have any obligation to this Section 8indemnify, shall be equal to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and the amount thereof shall be based upon the opinion of counsel selected by gross-up or otherwise pay or reimburse the Executive and acceptable for any Excise Tax assessed on any payment or benefit made or provided, or required to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (30) days following the date such opinion of counsel is rendered. If such opinion is not accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the Gross Up Payment and the amount previously paid, if anyor provided, to the Executive by the Company pursuant to under this Section 8 (hereinafter called the "Adjustment Payment"). Any such Adjustment Payment shall be paid by the Company to the Executive in one lump sum cash payment within ten (10) days following such notificationAgreement or otherwise.