Common use of Limitation on Payments Clause in Contracts

Limitation on Payments. If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive for any amounts not paid as a result of the operation of this Section 4.

Limitation on Payments. If any payment or benefit (including In the event that the payments and benefits pursuant provided for in this Agreement or other payments and benefits payable or provided to this Agreement) that the Executive would receive in connection with a Change in Control from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 3, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will be reduced to the Reduced Amount. The “Reduced Amount” shall cause to be determined, before any amounts either (x) the largest portion of the Transaction Payment are paid to Executive, which that would result in no portion of the following two alternative forms Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of payment would result the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject to the excise tax under Section 4999 of the Code, the reduction will occur in the following order: (1a) reduction of cash paymentspayments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (2b) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis); (c) reduction of the accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s the awards (i.e., the vesting of the most recently granted equity awardsawards will be cancelled first and if more than one equity award was made to Executive on the same date of grant, all such awards shall have their acceleration of vesting reduced pro rata); and (d) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will the Company or Executive have any stockholder be liable discretion with respect to Executive for any amounts not paid as a result the ordering of the operation of this Section 4payment reductions.

Limitation on Payments. If any payment In the event that the payments or benefit (including payments and other benefits pursuant to provided for in this Agreement) that Executive would receive in connection with a Change in Control from the Company Agreement or otherwise (“Transaction Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, and (ii) but for this sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company Executive’s benefits under this Agreement shall cause be either (a) delivered in full, or (b) delivered to be determined, before any amounts of the Transaction Payment are paid to Executive, such lesser extent which of the following two alternative forms of payment would result in Executive’s receiptno portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greater greatest amount of the Transaction Payment benefits, notwithstanding that all or some portion of the Transaction Payment such benefits may be subject to the Excise Tax: (1) payment in full taxable under Section 4999 of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes)Code. If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or or benefits will constituting “parachute payments” is necessary pursuant to the foregoing provision, reduction shall occur in the following order: order unless the Executive elects in writing a different order (1) provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the parachute payment occurs): reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock optionsawards; and (4) reduction of other benefits paid to Executiveemployee benefits. In the event that If acceleration of vesting of equity stock award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of the Executive’s equity awardsstock awards unless the Executive elects in writing a different order for cancellation. In no event will Unless the Company or and Executive otherwise agree in writing, any stockholder determination required under this Section 5.6 shall be liable to made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for any amounts not paid as a result all purposes and may be relied upon by the Company. For purposes of making the calculations required by this Section 5.6, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the operation of Code. The Company and Executive shall further to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 45.6. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.6.

Limitation on Payments. (a) If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company Company, Parent or any stockholder be liable to Executive for any amounts not paid as a result of the operation of this Section 4.

Limitation on Payments. If any payment or benefit (including In the event that the payments and benefits pursuant provided for in this Agreement or other payments and benefits payable or provided to this Agreement) that the Executive would receive in connection with a Change in Control from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 3, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company Executive’s payments and benefits under this Agreement or other payments or benefits (the “Payment”) will be reduced to the Reduced Amount. The “Reduced Amount” shall cause to be determined, before any amounts either (x) the largest portion of the Transaction Payment are paid to Executive, which that would result in no portion of the following two alternative forms Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of payment would result the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount and no portion of such Payment will be subject to the excise tax under Section 4999 of the Code, the reduction will occur in the following order: (1a) reduction of cash paymentspayments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (2b) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis); (c) reduction of the accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s the awards (i.e., the vesting of the most recently granted equity awardsawards will be cancelled first and if more than one equity award was made to Executive on the same date of grant, all such awards shall have their acceleration of vesting reduced pro rata); and (d) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will the Company or Executive have any stockholder be liable discretion with respect to Executive for any amounts not paid as a result the ordering of the operation of this Section 4payment reductions.

Limitation on Payments. If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) ). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive for any amounts not paid as a result of the operation of this Section 4.

Limitation on Payments. If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive Employee would receive in connection with a Change in Control from the Company Employer or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Company Reduced Amount. The “Reduced Amount” shall cause to be determined, before any amounts either (x) the largest portion of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment that would result in Executiveno portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or or benefits will constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: order unless Employee elects in writing a different order (1) provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock optionsawards; and (4) reduction of other benefits paid to Executiveemployee benefits. In the event that acceleration of vesting of equity stock award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of ExecutiveEmployee’s equity awardsstock awards unless Employee elects in writing a different order for cancellation. In no event will the Company or any stockholder be liable to Executive The accounting firm engaged by Employer for any amounts not paid general audit purposes as a result of the operation day prior to the effective date of this the event that triggers the Payment shall perform the foregoing calculations. If the accounting firm so engaged by Employer is serving as accountant or auditor for the individual, entity or group effecting the “change in ownership” as described in Section 4280G(b)(2)(A)(i) of the Code, Employer shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Employer shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employer and Employee within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employer or Employee) or such other time as requested by Employer or Employee. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish Employer and Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Employer and Employee.

Limitation on Payments. If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in of Control from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) ). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder shareholder be liable to Executive for any amounts not paid as a result of the operation of this Section 4.

Limitation on Payments. If To the extent that any payment of the payments or benefit (including payments and benefits pursuant to provided for in this Agreement) that Executive would receive in connection with a Change in Control from the Company Agreement or otherwise to the Employee (collectively the “Transaction PaymentPayments”) would (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the CodeCode and, and (ii) but for this sentenceSection 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Company Reduced Amount. The “Reduced Amount” shall cause to be determined, before any amounts either (x) the largest portion of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment Payments that would result in Executiveno portion of the Payments being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payments, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Employee’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment Payments notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or or benefits will constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: order unless the Employee elects in writing a different order (1) provided, however, that such election shall be subject to Company approval if made on or after the effective date of the event that triggers the Payment): reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock optionsEquity Awards; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executiveemployee benefits. In the event that acceleration of vesting of equity award compensation Equity Awards is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of Executivethe Employee’s equity awardsEquity Awards (i.e., earliest granted Equity Awards cancelled last) unless the Employee elects in writing a different order for cancellation. In no event will The accounting firm engaged by the Company or any stockholder be liable to Executive for any amounts not paid general audit purposes as a result of the operation day prior to the effective date of this Section 4the Hostile Takeover or Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Hostile Takeover or Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Employee and the Company within fifteen (15) calendar days after the date on which the Employee’s right to a Payment is triggered (if requested at that time by the Employee or the Company) or such other time as requested by the Employee or the Company. If the accounting firm determines that no Excise Tax is payable with respect to the Payments, either before or after the application of the Reduced Amount, it shall furnish the Employee and the Company with an opinion reasonably acceptable to the Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Employee and the Company.

Limitation on Payments. If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive Employee would receive in connection with a Change in Control from the Company Employer or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Company Reduced Amount. The “Reduced Amount” shall cause to be determined, before any amounts either (x) the largest portion of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment that would result in Executiveno portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or or benefits will constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: order unless Employee elects in writing a different order (1) provided, however, that such election shall be subject to Employer approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock optionsawards; and (4) reduction of other benefits paid to Executiveemployee benefits. In the event that acceleration of vesting of equity stock award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of ExecutiveEmployee’s equity awardsstock awards unless Employee elects in writing a different order for cancellation. In no event will the Company or any stockholder be liable to Executive The accounting firm engaged by Employer for any amounts not paid general audit purposes as a result of the operation day prior to the effective date of this the event that triggers the Payment shall perform the foregoing calculations. If the accounting firm so engaged by Employer is serving as accountant or auditor for the individual, entity or group effecting the “change in ownership” as described in Section 4280G(b)(2)(A)(i) of the Code, Employer shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Employer shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employer and Employee within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employer or Employee) or such other time as requested by Employer or Employee. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish Employer and Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Employer and Employee.

Limitation on Payments. If any payment upon or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with following a Change in of Control from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code Code, or any similar or successor tax, (the “Excise Tax”) would apply absent this Section 5.01(e), because of the Change of Control, to any payments, benefits and/or amounts received by Executive as severance benefits or otherwise, including, without limitation, any amounts received or deemed received, within the meaning of any provision of the Code, by Executive as a result of (and not by way of limitation) any automatic vesting, lapse of restrictions and/or accelerated target or performance achievement provisions, or otherwise, applicable to outstanding grants or awards to Executive under any of the Company’s equity incentive plans or agreements (collectively, the “Total Payments”), then the Company Executive’s benefits under this Agreement shall cause be either (a) delivered in full, or (b) delivered as to be determined, before any amounts of the Transaction Payment are paid to Executive, such lesser extent which of the following two alternative forms of payment would result in Executive’s receiptno portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greater greatest amount of the Transaction Payment benefits, notwithstanding that all or some portion of the Transaction Payment such benefits may be subject to the Excise Tax: (1) payment in full taxable under Section 4999 of the entire amount of Code. Unless the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Paymentelects otherwise, the Company shall cause to be taken into account all applicable federalreduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to then by reducing or eliminating any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction , then by reducing or eliminating any accelerated vesting of other benefits paid to Executiveequity-based awards, then by reducing or eliminating any other remaining Total Payments. In Any determination required under this section shall be made in writing by the event that acceleration Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of vesting making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order Sections 280G and 4999 of the date of grant of Executive’s equity awardsCode. In no event will The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company or shall bear all costs the Accountants may reasonably incur in connection with any stockholder be liable to Executive for any amounts not paid as a result of the operation of calculations contemplated by this Section 4section.

Limitation on Payments. If any payment or benefit (including payments and In the event that the benefits pursuant to provided for in this Agreement) that Executive would receive in connection with a Change in Control from the Company Agreement or otherwise payable to Executive (“Transaction Payment”) would (ix) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (iiy) but for this sentence, Section would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then the Company shall cause Executive’s benefits will be either (i) delivered in full, or (ii) delivered as to be determined, before any amounts of the Transaction Payment are paid to Executive, such lesser extent which of the following two alternative forms of payment would result in Executive’s receiptno portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greater greatest amount of the Transaction Payment benefits, notwithstanding that all or some portion of the Transaction Payment such benefits may be subject to the Excise Tax: (1) payment in full taxable under Section 4999 of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes)Code. If a Reduced Payment is reduction in amounts to be paid must be made, (x) Executive reduction shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the following order: (1) first, reduction of cash payments, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (2) second, cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reducedawards, such acceleration of vesting will be cancelled which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of Executive’s the most recently granted stock awards will be reduced first); and third, reduction of employee benefits, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awardsawards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will shall Executive have any discretion with respect to the ordering of payment reductions. Unless the Company or and Executive otherwise agree in writing, any stockholder determination required under this Section will be liable to made in writing by a well-recognized independent public accounting firm chosen by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for any amounts not paid as a result all purposes. For purposes of making the calculations required by this Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the operation of Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section.”

Limitation on Payments. If any payment or benefit (including payments In the event that the severance and other benefits pursuant to provided for in this Agreement) that Executive would receive in connection with a Change in Control from the Company Agreement or otherwise (“Transaction Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 14, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then the Company shall cause Executive’s severance and other benefits will be either: (a) delivered in full, or (b) delivered as to be determined, before any amounts of the Transaction Payment are paid to Executive, such lesser extent which of the following two alternative forms of payment would result in Executive’s receiptno portion of such severance and other benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greater greatest amount of the Transaction Payment severance and other benefits, notwithstanding that all or some portion of the Transaction Payment such severance and other benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the Excise Tax: (1) payment in full excise tax under Section 4999 of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced PaymentCode, the Company reduction shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the following order: (1) reduction of the cash severance payments, in the order that such payments would otherwise have been paid; (2) cancellation of accelerated vesting of equity awards other than stock optionsthat vest, in whole or in part, based on the achievement of performance criteria, in the reverse order that such awards would have vested; (3) cancellation of accelerated vesting of stock optionsequity awards that vest based solely on continued service, in the order of the percentage of the fair market value of such awards that constitutes a parachute payment (commencing with the largest percentage); and (4) reduction of other continued employee benefits. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit payable to Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits paid to Executive. In will be treated in accordance with the event results of such vote, except that acceleration of vesting of equity award compensation is to be reducedany reduction in, or waiver of, such acceleration of vesting payments or benefits required by such vote will be cancelled applied without any application of discretion by Executive and in the reverse order prescribed by this Section 14. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 14 will be made in writing by an independent firm (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the date of grant of Executive’s equity awardsCode. In no event The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 14. The Company or any stockholder be liable to Executive for any amounts not paid as a result will bear the fees of the operation of Firm and all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 414.

Limitation on Payments. If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s ’ s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive for any amounts not paid as a result of the operation of this Section 4.

Limitation on Payments. If any payment or benefit (including 40.1 In the event that the post-termination payments and other benefits pursuant to this Agreement) that Executive would receive provided for in connection with a Change in Control from the Company Agreement or otherwise (“Transaction Payment”) would payable to you (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “Code, ”) and (ii) but for this sentenceclause, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then the Company shall cause your post-termination payments benefits will be either: (a) delivered in full, or delivered as to be determined, before any amounts of the Transaction Payment are paid to Executive, such lesser extent which of the following two alternative forms of payment would result in Executive’s receiptno portion of such post-termination payments or other post-termination benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by you on an after-tax basis, of the greater greatest amount of the Transaction Payment post-termination payments or benefits, notwithstanding that all or some portion of the Transaction Payment such post-termination payments or benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such post-termination payments or benefits is subject to the Excise Tax: (1) payment in full excise tax under Section 4999 of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced PaymentCode, the Company reduction shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the following order: (1i) reduction of the post-termination payments under clause 28.5; (ii) reduction of other cash payments, if any; (2iii) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock optionsawards; and (4iv) reduction of other benefits paid to Executivecontinued employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of Executive’s your equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will shall you have any discretion with respect to the Company or any stockholder be liable to Executive for any amounts not paid as a result ordering of the operation of this Section 4payment reductions.

Limitation on Payments. If Notwithstanding anything in this Agreement to the contrary, if any payment or benefit (including payments and benefits distribution Executive would receive pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the Company Agreement or otherwise (“Transaction Payment”) would (ia) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (iib) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company such Payment shall cause either be (i) delivered in full, or (ii) delivered as to be determined, before any amounts of the Transaction Payment are paid to Executive, such lesser extent which of the following two alternative forms of payment would result in Executive’s receiptno portion of such Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greater amount of the Transaction Payment largest payment, notwithstanding that all or some portion of the Transaction Payment may be subject taxable under Section 4999 of the Code. The accounting firm engaged by Broadcom for general audit purposes as of the day prior to the Excise Tax: (1) payment in full effective date of the entire amount Change in Control shall perform the foregoing calculations, and, in connection therewith, shall perform customary parachute mitigation analysis and calculations. Broadcom shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to Broadcom and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by Broadcom or Executive) or such other time as requested by Broadcom or Executive. Any good faith determinations of the Transaction Payment (a “Full Payment”)accounting firm made hereunder shall be final, or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) binding and conclusive upon Broadcom and Executive. For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) Any reduction in payments and/or benefits pursuant to this Section 10 will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid payable to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive for any amounts not paid as a result of the operation of this Section 4.

Limitation on Payments. If any payment or benefit (including payments but not limited to payments, vesting and benefits pursuant to this Agreement) that the Executive would receive in connection with a Change in Control from the Company Employer or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”), then the Company Employer shall cause to be determined, before any amounts of the Transaction Payment are paid or provided to the Executive, which whichever of the following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment and provision in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment and provision of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company Employer shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) the Executive shall have no rights to any additional payments payments, vesting and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid or provided to the Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive’s equity awards. In no event will the Company Employer or any stockholder be liable to the Executive for any amounts not paid as a result of the operation of this Section 414.

Limitation on Payments. If any payment or benefit (including payments and In the event that the benefits pursuant to provided for in this Agreement) that Executive would receive in connection with a Change in Control from the Company Agreement or otherwise payable to Executive (“Transaction Payment”) would (ix) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (iiy) but for this sentence, Section 4 would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then the Company shall cause Executive’s benefits will be either (i) delivered in full, or (ii) delivered as to be determined, before any amounts of the Transaction Payment are paid to Executive, such lesser extent which of the following two alternative forms of payment would result in Executive’s receiptno portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greater greatest amount of the Transaction Payment benefits, notwithstanding that all or some portion of the Transaction Payment such benefits may be subject to the Excise Tax: (1) payment in full taxable under Section 4999 of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes)Code. If a Reduced Payment is reduction in amounts to be paid must be made, (x) Executive reduction shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the following order: (1) first, reduction of cash payments, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (2) second, cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reducedawards, such acceleration of vesting will be cancelled which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of Executive’s the most recently granted stock awards will be reduced first); and third, reduction of employee benefits, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awardsawards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will shall Executive have any discretion with respect to the ordering of payment reductions. Unless the Company or and Executive otherwise agree in writing, any stockholder determination required under this Section will be liable to made in writing by a well-recognized independent public accounting firm chosen by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for any amounts not paid as a result all purposes. For purposes of making the calculations required by this Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the operation of Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive for any amounts not paid as a result of the operation of this Section 45.

Limitation on Payments. If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive Employee would receive in connection with a Change in Control from the Company Employer or otherwise (“Transaction "Payment”") would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced to the Company Reduced Amount. The "Reduced Amount" shall cause to be determined, before any amounts either (x) the largest portion of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment that would result in Executive’s no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee's receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or or benefits will constituting "parachute payments" is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: order unless Employee elects in writing a different order (1) PROVIDED, HOWEVER, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock optionsawards; and (4) reduction of other benefits paid to Executiveemployee benefits. In the event that acceleration of vesting of equity stock award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of Executive’s equity awardsEmployee's stock awards unless Employee elects in writing a different order for cancellation. In no event will the Company or any stockholder be liable to Executive The accounting firm engaged by Employer for any amounts not paid general audit purposes as a result of the operation day prior to the effective date of this the event that triggers the Payment shall perform the foregoing calculations. If the accounting firm so engaged by Employer is serving as accountant or auditor for the individual, entity or group effecting the "change in ownership" as described in Section 4280G(b)(2)(A)(i) of the Code, Employer shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Employer shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employer and Employee within fifteen (15) calendar days after the date on which Employee's right to a Payment is triggered (if requested at that time by Employer or Employee) or such other time as requested by Employer or Employee. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish Employer and Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Employer and Employee.

Limitation on Payments. If any payment or benefit (including payments and In the event that the benefits pursuant to provided for in this Agreement) that Executive would receive in connection with a Change in Control from the Company Agreement or otherwise payable to Executive (“Transaction Payment”) would (ix) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (iiy) but for this sentence, Section 5 would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then the Company shall cause Executive’s benefits will be either (i) delivered in full, or (ii) delivered as to be determined, before any amounts of the Transaction Payment are paid to Executive, such lesser extent which of the following two alternative forms of payment would result in Executive’s receiptno portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greater greatest amount of the Transaction Payment benefits, notwithstanding that all or some portion of the Transaction Payment such benefits may be subject to the Excise Tax: (1) payment in full taxable under Section 4999 of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes)Code. If a Reduced Payment is reduction in amounts to be paid must be made, (x) Executive reduction shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the following order: (1) first, reduction of cash payments, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (2) second, cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reducedawards, such acceleration of vesting will be cancelled which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of Executive’s the most recently granted stock awards will be reduced first); and third, reduction of employee benefits, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awardsawards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will shall Executive have any discretion with respect to the ordering of payment reductions. Unless the Company or and Executive otherwise agree in writing, any stockholder determination required under this Section will be liable to made in writing by a well-recognized independent public accounting firm chosen by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for any amounts not paid as a result all purposes. For purposes of making the calculations required by this Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the operation of Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 45. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.

Limitation on Payments. If any payment or benefit (including payments In the event that the severance and other benefits pursuant to provided for in this Agreement) that Executive would receive in connection with a Change in Control from the Company Agreement or otherwise (“Transaction Payment”) would payable to Executive (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 14, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then the Company shall cause Executive’s severance and other benefits will be either: (a) delivered in full, or (b) delivered as to be determined, before any amounts of the Transaction Payment are paid to Executive, such lesser extent which of the following two alternative forms of payment would result in Executive’s receiptno portion of such severance and other benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greater greatest amount of the Transaction Payment severance and other benefits, notwithstanding that all or some portion of the Transaction Payment such severance and other benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the Excise Tax: (1) payment in full excise tax under Section 4999 of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced PaymentCode, the Company reduction shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the following order: (1) reduction of the cash severance payments, in the order that such payments would otherwise have been paid; (2) cancellation of accelerated vesting of equity awards other than stock optionsthat vest, in whole or in part, based on the achievement of performance criteria, in the reverse order that such awards would have vested; (3) cancellation of accelerated vesting of stock optionsequity awards that vest based solely on continued service, in the order of the percentage of the fair market value of such awards that constitutes a parachute payment (commencing with the largest percentage); and (4) reduction of other continued employee benefits. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit payable to Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits paid to Executive. In will be treated in accordance with the event results of such vote, except that acceleration of vesting of equity award compensation is to be reducedany reduction in, or waiver of, such acceleration of vesting payments or benefits required by such vote will be cancelled applied without any application of discretion by Executive and in the reverse order prescribed by this Section 14. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 14 will be made in writing by an independent professional legal or accounting firm (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the date of grant of Executive’s equity awardsCode. In no event The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 9. The Company or any stockholder be liable to Executive for any amounts not paid as a result will bear the fees of the operation of Firm and all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 414.

Limitation on Payments. If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive Employee would receive in connection with a Change in Control from the Company Employer or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the “Code”, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Company Reduced Amount. The “Reduced Amount” shall cause to be determined, before any amounts either (x) the largest portion of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment that would result in Executiveno portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or or benefits will constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall be made in a manner consistent with the requirements of Code Section 409A and occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock optionsawards; reduction of employee benefits; and (4) reduction of other benefits paid to Executivecash payments. In the event that acceleration of vesting of equity stock award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of ExecutiveEmployee’s equity awardsstock awards unless Employee elects in writing a different order for cancellation. In no event will the Company or any stockholder be liable to Executive The accounting firm engaged by Employer for any amounts not paid general audit purposes as a result of the operation day prior to the effective date of this the event that triggers the Payment shall perform the foregoing calculations. If the accounting firm so engaged by Employer is serving as accountant or auditor for the individual, entity or group effecting the “change in ownership” as described in Section 4280G(b)(2)(A)(i) of the Code, Employer shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Employer shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employer and Employee within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employer or Employee) or such other time as requested by Employer or Employee. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish Employer and Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Employer and Employee.

Limitation on Payments. If any payment or benefit (including payments but not limited to payments, vesting and benefits pursuant to this Agreement) that the Executive would receive in connection with a Change in Control from the Company Employer or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”), then the Company Employer shall cause to be determined, before any amounts of the Transaction Payment are paid or provided to the Executive, which whichever of the following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment and provision in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment and provision of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company Employer shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) the Executive shall have no rights to any additional payments payments, vesting and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid or provided to the Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive’s equity awards. In no event will the Company Employer or any stockholder be liable to the Executive for any amounts not paid as a result of the operation of this Section 415.

Limitation on Payments. (a) If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive under this Agreement or from the Company, an Affiliate or any other party whether in connection with a Change in Control from the Company provisions herein or otherwise (the “Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Company shall cause to Best Results Amount. The “Best Results Amount” will be determined, before any amounts either (x) the full amount of such Payment or (y) such lesser amount as would result in no portion of the Transaction Payment are paid being subject to Executivethe Excise Tax, which whichever of the following two alternative forms of payment would result foregoing amounts, taking into account the applicable U.S. and non-U.S. federal, state and local employment taxes, income taxes and the Excise Tax, results in Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes)amount. If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or or benefits constituting parachute payments is necessary so that the Payment equals the Best Results Amount, reduction will occur in the following order: (1i) reduction of cash payments, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first cash payment to be reduced; (2ii) cancellation of accelerated vesting of equity awards other than stock optionsthat were granted “contingent on a change in ownership or control” within the meaning of Section 280G in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (3) cancellation of accelerated vesting of stock options; and (4iii) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reducedawards, such acceleration of vesting will be cancelled which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iv) reduction of other benefits paid or provided to Executive, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first benefit to be reduced. If more than one equity award was made to Executive on the same date of grant, all such awards shall have their acceleration of vesting reduced pro rata. Notwithstanding anything herein to the contrary, to the extent the Company submits any payment or benefit payable to Executive under this Agreement or otherwise to the Company’s equity awardsstockholders for approval in accordance with Treasury Regulations Section 1.280G1 Q&A 7, then the 280G Amounts will be treated in accordance with the results of such vote; provided that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by Executive and in the order prescribed by this Section. In no event will shall Executive have any discretion with respect to the Company or any stockholder be liable to Executive for any amounts not paid as a result ordering of the operation of this Section 4payment reductions.

Limitation on Payments. If Executive receives, is provided or may receive or be provided any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the Company or otherwise (“Transaction Payment”) would (i) constitute constitutes a “parachute payment” within the meaning of (as defined in Section 280G 280G(b)(2) of the Code), and the net after-tax amount of any such parachute payment is less than the net after‑tax amount if the aggregate payments and benefits to be made to Executive were three times Executive’s “base amount” (iias defined in Section 280G(b)(3) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”Code), less $1.00, then the Company shall cause to be determined, before any amounts aggregate of the Transaction Payment are paid amounts constituting the parachute payments shall be reduced to Executive, which of the following two alternative forms of payment would result in an amount equal to three times Executive’s receiptbase amount, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) less $1.00. For purposes of determining whether to make a Full Payment or a Reduced Payment, the “net after-tax amount,” the Company shall will cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax excise taxes (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment reduction pursuant to this Section 10 is madeto occur, (x) Executive shall will have no rights to any additional payments and/or benefits constituting the Transaction Paymentthat are being reduced, and (y) reduction in payments and/or benefits will occur in the following order: (1i) reduction of cash payments, if any, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (2ii) cancellation of accelerated vesting of equity awards other than stock options, if any; (3iii) cancellation of accelerated vesting of stock options, if any; and (4iv) reduction of other benefits payments or benefits, if any, paid or provided to Executive, which shall occur in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In the event that acceleration of vesting of equity award compensation awards or stock options is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant grant. If two or more equity awards or stock options are granted on the same date, each award or stock option will be reduced on a pro-rata basis. Notwithstanding, any excise tax imposed will be solely the responsibility of Executive’s equity awards. In no event will shall Executive have any discretion with respect to the ordering of his payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 10 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company, the Company’s legal counsel or any stockholder such other person or entity to which the Parties mutually agree (the “Firm”), whose determination will be liable to conclusive and binding upon Executive and the Company for any amounts not paid as a result all purposes. For purposes of making the calculations required by this Section 10, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the operation of Code. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 410. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 10.

Limitation on Payments. If any payment or benefit (including payments In the event that the severance and other benefits pursuant to provided for in this Agreement) that Executive would receive in connection with a Change in Control from the Company Agreement or otherwise payable to Executive (the “Transaction PaymentPayments”) would (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code, Code and (ii) but for this sentenceSection 9, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then the Company shall cause Executive’s Payments will be either: delivered in full, or delivered as to be determined, before any amounts of the Transaction Payment are paid to Executive, such lesser extent which of the following two alternative forms of payment would result in Executive’s receiptno portion of such severance benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greater greatest amount of the Transaction Payment Payments, notwithstanding that all or some portion of the Transaction Payment such Payments may be taxable under Section 4999 of the Code. If a reduction in the Payments constituting “parachute payments” is necessary so that no portion of such Payments is subject to the Excise Tax: (1) payment in full excise tax under Section 4999 of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced PaymentCode, the Company reduction shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the following order: (1) reduction of the cash severance payments; (2) cancellation of accelerated vesting of equity awards other than stock optionsawards; and (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executivecontinued employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event A nationally recognized certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”) shall perform the foregoing calculations related to the Excise Tax. The Company shall bear all expenses with respect to the determinations by the Firm required to be made hereunder. For purposes of making the calculations required by this Section, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. The Firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to the severance benefits or other payments is triggered (if requested at that time by the Company or any stockholder be liable to Executive for any amounts not paid Executive) or such other time as a result requested by the Company or Executive. Any good faith determinations of the operation of this Section 4Firm made hereunder shall be final, binding, and conclusive upon the Company and Executive.

Limitation on Payments. If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive Employee would receive in connection with a Change in Control from the Company Employer or otherwise (“Transaction "Payment”") would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced to the Company Reduced Amount. The "Reduced Amount" shall cause to be determined, before any amounts either (x) the largest portion of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment that would result in Executive’s no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee's receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or or benefits will constituting "parachute payments" is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: order unless Employee elects in writing a different order (1) PROVIDED, HOWEVER, that such election shall be subject to Employer approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock optionsawards; and (4) reduction of other benefits paid to Executiveemployee benefits. In the event that acceleration of vesting of equity stock award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of Executive’s equity awardsEmployee's stock awards unless Employee elects in writing a different order for cancellation. In no event will the Company or any stockholder be liable to Executive The accounting firm engaged by Employer for any amounts not paid general audit purposes as a result of the operation day prior to the effective date of this the event that triggers the Payment shall perform the foregoing calculations. If the accounting firm so engaged by Employer is serving as accountant or auditor for the individual, entity or group effecting the "change in ownership" as described in Section 4280G(b)(2)(A)(i) of the Code, Employer shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Employer shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employer and Employee within fifteen (15) calendar days after the date on which Employee's right to a Payment is triggered (if requested at that time by Employer or Employee) or such other time as requested by Employer or Employee. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish Employer and Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Employer and Employee.

Limitation on Payments. If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive Employee would receive in connection with a Change in Control from the Company Employer or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Code Section 280G of the CodeG, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Company Reduced Amount. The “Reduced Amount” shall cause to be determined, before any amounts either (x) the largest portion of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment that would result in Executiveno portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal. state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or or benefits will constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: order unless Employee elects in writing a different order (1) provided, however, that such election shall be subject to Employer approval if made on or after the date on which the event that triggers the Payment occurs); reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock optionsawards; reduction of employee benefits; and (4) reduction of other benefits paid any amounts that would constitute a deferral of compensation subject to Executive. Code Section 409A. In the event that acceleration of vesting of equity stock award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of ExecutiveEmployee’s equity awardsstock awards unless Employee elects in writing a different order for cancellation. In no event will the Company or any stockholder be liable to Executive The accounting firm engaged by Employer for any amounts not paid general audit purposes as a result of the operation day prior to the effective date of this the event that triggers the Payment shall perform the foregoing calculations. If the accounting firm so engaged by Employer is serving as accountant or auditor for the individual, entity or group effecting the “change in ownership” as described in Section 4280G(b)(2)(A)(i) of the Code. Employer shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Employer shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employer and Employee within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employer or Employee) or such other time as requested by Employer or Employee. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish Employer and Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Employer and Employee.

Limitation on Payments. If any payment or benefit (including payments and benefits Employee would receive pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the Company or otherwise Agreement (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Company Reduced Amount. The “Reduced Amount” shall cause to be determined, before any amounts either (x) the largest portion of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or or benefits will constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: order unless Employee elects in writing a different order (1) provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executiveemployee benefits. In the event that acceleration of vesting of equity award stock option compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of ExecutiveEmployee’s equity awardsstock options unless Employee elects in writing a different order for cancellation The accounting firm engaged by the Company for general audit purposes as of the day prior to the Separation Date shall perform the foregoing calculations. In no event will The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Employee within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by the Company or any stockholder be liable Employee) or such other time as requested by the Company or Employee. If the accounting firm determines that no Excise Tax is payable with respect to Executive for any amounts not paid as a result Payment, either before or after the application of the operation Reduced Amount, it shall furnish the Company and Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of this Section 4the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Employee.

Limitation on Payments. If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive Employee would receive in connection with a Change in Control from the Company Employer or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Company Reduced Amount. The “Reduced Amount” shall cause to be determined, before any amounts either (x) the largest portion of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment that would result in Executiveno portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or or benefits will constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: order unless Employee elects in writing a different order (1) provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock optionsawards; and (4) reduction of other benefits paid to Executiveemployee benefits. In the event that acceleration of vesting of equity stock award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of ExecutiveEmployee’s equity awardsstock awards unless Employee elects in writing a different order for cancellation. In no event will the Company or any stockholder be liable to Executive The accounting firm engaged by Employer for any amounts not paid general audit purposes as a result of the operation day prior to the effective date of this the event that triggers the Payment shall perform the foregoing calculations. If the accounting firm so engaged by Employer is serving as accountant or auditor for the individual, entity or group effecting the “change in ownership” as described in Section 4.280G(b)(2)(A)(i) of the Code, Employer shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Employer shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employer and Employee within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employer or Employee) or such other time as requested by Employer or

Limitation on Payments. If Executive receives, is provided or may receive or be provided any payment or benefit that constitutes a "parachute payment" (including as defined in Section 280G(b)(2) of the Code), and the net after-tax amount of any such parachute payment is less than the net after-tax amount if the aggregate payments and benefits pursuant to this Agreementbe made to Executive were three times Executive's "base amount" (as defined in Section 280G(b)(3) that Executive would receive in connection with a Change in Control from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)less $1.00, then the Company shall cause to be determined, before any amounts aggregate of the Transaction Payment are paid amounts constituting the parachute payments shall be reduced to an amount equal to three times Executive's base amount, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) less $1.00. For purposes of determining whether to make a Full Payment or a Reduced Payment, the "net after-tax amount," the Company shall will cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax excise taxes (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment reduction pursuant to this Section 10 is madeto occur, (x) Executive shall will have no rights to any additional payments and/or benefits constituting the Transaction Paymentthat are being reduced, and (y) reduction in payments and/or benefits will occur in the following order: (1i) reduction of cash payments, if any, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (2ii) cancellation of accelerated vesting of equity awards other than stock options, if any; (3iii) cancellation of accelerated vesting of stock options, if any; and (4iv) reduction of other benefits payments or benefits, if any, paid or provided to Executive, which shall occur in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In the event that acceleration of vesting of equity award compensation awards or stock options is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant grant. If two or more equity awards or stock options are granted on the same date, each award or stock option will be reduced on a pro-rata basis. Notwithstanding, any excise tax imposed will be solely the responsibility of Executive’s equity awards. In no event will shall Executive have any discretion with respect to the Company or any stockholder be liable to Executive for any amounts not paid as a result ordering of the operation of this Section 4his payment reductions.

Limitation on Payments. (a) If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax’”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment’”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”) . For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company Company, Parent or any stockholder be liable to Executive for any amounts not paid as a result of the operation of this Section 4.